Justin Cooke

January 8, 2013

It’s been an amazing ride for us through 2012 and we wanted to wrap up the year with our December income report. We’re including both our monthly numbers as well as some of our overall metrics for 2012 in the hopes that it will encourage, inspire, and provide you with ideas that can foster growth in your own business. We’ll cover everything in this report, but if you’re just looking for the total, we pulled in $6,756.81 in December 2012 and our total revenue for 2012 came in at $203,825.54…not too shabby!

Even though our income reports have remained quite popular, I’m considering cutting them down to quarterly reports instead. It takes quite a bit of time to pull all of the numbers together and there might be just as much value in reporting them quarterly while saving myself time/effort/energy for more meaningful posts each month. It’s our quarterly reports that we look at internally…maybe that should be reflected on the blog as well?

A Niche Idea

You may remember that the original plan for the WSO Testers was to go through the Warrior Special Offer section on the Warrior Forum, test out those offers, and report back their findings.  To be honest, I wasn’t particularly hot on the idea when they started and much preferred their content on niche sites.  Also, I’ve found the noise levels on the Warrior Forum somewhat disturbing…and cutting through that to find the good information takes quite a bit of time/effort/energy.

It occurred to me that it would be VERY helpful if someone took the time to cut through the noise and delivered the VERY best content from the WF.  There are SO many threads there (many of them filled with nonsense) and it would be a pain to go through them all to find nuggets of truth…a pain that hasn’t been solved for me.  If someone were to go through the interesting/popular threads each week and curate the content to cut out all of the noise from posers, spammers, etc. that would be of interest to me.

You could monetize through a paid community (with even better curated content), affiliate offers from those that actually know what they’re talking about and deliver good products, etc.  There’s a TON of information on the WF (and a ton of members) and I think this could end up being pretty popular.

Looking Towards 2013

I wanted to give you a sneak peek at what we have planned for 2013 and I’m interested in hearing your thoughts or suggestions in the comments.  We’ve had a great 2012 and have plans for much more this year, including:

Brokered Sites For Sale – We’ve had a ton of requests from others to be able to sell their sites here, but we’ve had to wait until our BuyOurSites page was ready and all API’s were working correctly.  We’re currently working on the page to allow us to vet and sell brokered AdSense sites from other trustworthy sellers and should have this up and running this year.

Adjusting Our Niche Site Process – Although we’ve cut back on niche site creation in recent months, we’d like to cautiously explore getting back to it in 2013.  We’ve made slight adjustments to our process that look promising and I’m looking to do more case studies and updating our content and guide to reflect those changes as we continue forward.

Leveling Up Niche Sites – As discussed in our most recent podcast, we’re really looking forward to building out more meaningful sites.  We’ll be testing through larger informational sites, eCommerce sites (Joe’s digging into this now…for a great resource, check out eCommerceFuel here) and exploring alternative monetization options as the sites advance past AdSense.  This has the added bonus of providing a blueprint to niche site builders and buyers on how to grow their niche sites forward.

Outsourcing For Startups – We’re disappointed with the lack of quality content on outsourcing…most of it seems to come from those who aren’t actually involved and would rather sell you their ebook or make outsourcing seem like a magic bullet.  We see a gap we can fill in talking about exactly how to setup a corporation in the Philippines, building your business into processes that can be outsourced, blending work between onshore and offshore employees, etc.  We’ll be launching OutsourcingForStartups this year!

Buying Sites – John and Joe have both been interested in potentially purchasing niche sites, expanding them, and then selling them off for a profit.  I’m not as bullish on this idea, but it is something we plan to explore further this year.

All of these have been written into our goals for 2013 and we’re working towards seeing them through.  Here are a few of the ideas or projects that are on hold for now:

Squidoo Lenses – We built out a few of these lenses and, frankly, they just didn’t work for us. I didn’t expect them to earn all that much, ($0.00 to date) but I was hoping for a bit of traffic and the fact that a good number of them are below the 400K threshold and invisible to Google has made us much less interested in pursuing this strategy. If you are interested, I would suggest checking out Claire Smith (aka Skeffling) and her December income report. She’s planning to release a book/guide in the near future and I’ll probably take a look at it when it’s released.

Niches For Charity – A well-intentioned project that just never really got off the ground. I really like the idea and purpose, but the execution would simply be too much work and would likely re-hash much of what we post here anyway. I’d like to incorporate some charity and good-will into 2013, though, and will continue to look for positive ways to do that.

Traffic To AdSenseFlippers

December Traffic

AdSense Flippers Traffic December 2012

We didn’t publish much content in December and it’s reflected in our traffic, dropping from 19,219 visits in November to 16,115 visits in December, 2012. Joe and I spent much of our time working on other projects, planning our our goals for 2013 and spending the end of the year with close friends, but we’re expecting to see this number rebound a bit in January.

Here are our top content pages for December 2012:

2012 Traffic

We received nearly a quarter of a million visits in 2012, with a pretty even split between search traffic, referrals, and direct traffic. Here’s the most popular content for us in 2012:

Top content pages 2012

And here’s a look at our traffic sources for 2012:

Top traffic sources 2012

It’s interesting to see that our #1 source of traffic for the year was Twitter. I decided to approach Twitter differently than I have in the past and we didn’t do any gaming, tricks to get followers, etc. Instead, I really tried to reach out to others and connect much more honestly and it’s really paid off for us in terms of traffic to the site.

It’s no surprise that Niche Pursuits, Flippa, TropicalMBA, and Mike From Maine are on the list as we’ve continued to build relationships with all of them. www.selbstaendig-im-netz.de is a very popular IM blog in Germany that tracks bloggers with income reports in the US. I’ve followed his content a bit (as much as I can thanks to Google Translate!) and appreciate his readers here as well.

The last thing I’ll mention here is that our guide, “Building A Niche Site Empire” has been downloaded 18,796 times as of today, January 8th 2013…wow!  I know we probably would have done well selling it, but there’s no way we would have had anywhere near that level of distribution and I really think that was a more important goal for us.

Podcast Statistics

Podcast downloads December 2012

We had pretty close to the same amount of downloads this month, pulling in 7,863 total downloads in December, 2012. Many of these were due to our popular podcast with Pat Flynn where we discuss expanding niche sites, business strategy, and cool niche ideas. It was great to have him on the program and we’re looking forward to many more interesting guests in 2013.

We had a total of 133,018 downloads in 2012 and it’s really been a blast putting on the show. We’ll likely be adding a couple of different shows through this next year. If you’re at all interested in starting a podcast, we’d really recommend checking out Pat Flynn’s post on getting started as well as Dan Norris’s The Beginner’s Guide To Podcasting on Inform.ly.

AdSense Earnings

We were able to pull in a total of $2,378.53 via AdSense for the month. Our worst day was Christmas Eve at $47.40 and our best day was Dec 12th at $109.78.

AdSense Earnings December 2012

We’re starting to feel the effects of our site creation slow-down that started in October. With less domains purchased and less sites created, we’re not seeing as many winners pop up as they have before and we’re expecting this to continue through the first few months of 2013. We plan to slowly (cautiously) recover our site building through Q1 of 2013 and should start to see some recovery in Q2.

AdSense Earnings 2012

Site Sales

We sold off a few sites earlier in the month bringing in $3,134.40 for December, but we gave it a rest heading into the holidays. We should be able to continue with more site sales in January, although our slow-down in production will limit the sites that are good enough to sell.

We sold a total of $147,061.78 sites through 2012, mostly through our Buy Our Sites page. We continue to have higher demand than we have sites to sell and we’re expecting that to continue to be the case through early 2013. We’ve decided to test through allowing others to sell through the page where we act as brokers for their sites. The sellers will be verified and vetted as well as the income…pulling the data directly from their AdSense accounts. We’ve had a ton of requests for this and know there’s interest…more on this in the next few months!

Affiliate Sales

Our affiliate income from the site went up slightly to $1,243.88 in December. We’ve seen continued improvement in our Kindle sales of “Building A Niche Site Empire” which is great to see. It’s interesting to point out that even though we offer this for free on our site and as an opt-in bonus to our email list, there are some who are willing to pay for it in the format they prefer.

Summary

We’re not finishing 2012 nearly as strong as we started, but we’re quite pleased with how far we’ve come overall. I think a renewed focus on other areas and revenue streams in our business will prove to be a bit painful in terms of revenue in the short-term, but will be critical when it comes to the long-term growth of our business.

Here’s a look our relevant metrics for 2012:

2012 Totals

We were able to pull in over $200K for the year through the creation of more than 1,500 sites. We had more than 230K visits to the site and more than 130K downloads of the AdSense Flippers Podcast…sweet!

And here are the stats for December:

Sites Created: 3 (5 last month) Note: The domains purchased in October were created through Oct/Nov/Dec.

AdSense Earnings: $2,378.53 ($2,787.69 last month)

Flippa Sales: $0.00 ($0.00 last month)

Private Sales: $3,134.40 ($11,896.76 last month)

Niche Site Gold: $0.00 ($50.00 last month)

Consulting: $0.00 ($300.00 last month)

Total Affiliate Sales: $1,243.88 ($1,090.13 last month)

  • LongTailPro: $444.00
  • HireWriters: $60.00
  • SubmitYourArticle: $24.40
  • CTR Theme: $30.49
  • SECockpit: $111.16
  • HostGator: $150.00
  • Market Samurai: $46.56
  • GoDaddy: $5.11
  • Amazon: $4.07
  • Our Niche Site Guide on the Kindle: $295.89
  • SEOMoz: $50.00
  • Whoosh Traffic: $22.20

Total Income: $6,756.81 ($16,124.58 last month)

I definitely hope you got some value from this report and if you did, please give us a shout on Twitter or let us know your thoughts in the comments below!



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Discussion

Leave a comment
  1. john stevens says:

    This is always a massively interesting read guys and fair play to you all

    amazed at the amazon income – although it is time consuming I do ok from it but nothing like th eso called WF gurus

    I also was looking at selling some sites so would be interseted in how things develop

    all the best

    J
    http://www.earnmoneyonlinewithjohn.com/

    • JustinWCooke says:

      Thanks, John!

      There’s a gap in the website broker market in the $500-$5K range, I think. It’s typically not worth it for brokers in that price range. If we can use automation via AdSense to verify income and use our outsourced labor to verify/vet sellers and run listings on Flippa…I think it might be an interesting market for us to be in. We have relationships with upper-end brokers that would love a service like this to direct clients to, so that should be pretty interesting! :-)

    • Dash says:

      You can create more traffic of your website post and create a company profile too @ virtualsow.com Social Business Networking

  2. Hi guys !

    Everybody does income reports , nowadays. So, it makes sense not to do them anymore.
    Instead you could focus on strategising . It would be interesting , at least in my humble opinion , to know why you do what you do and whether it works.

    Have a killer year .

    Be healthy and smile !

    • JustinWCooke says:

      That’s a fair point, Ilias…

      Aside from the value it may or may not provide to others, there’s something meaningful in going through the process each month, though. It helps to keep me on track and to stay focused in addition to holding myself accountable.

      I sometimes go back and read previous income reports too…it helps remind me of what is working, what’s not, etc. It’s also interesting to see the mindset I was in when I wrote them, heh.

      I think a focus on strategy is a pretty good idea…I think we’ll be doing quite a bit of that with our new outsourcing brand, actually. I’d like to do more case studies, but they’re kind of a pain in the ass and test my patience! :-) I think more people should do them, though. Showing actual evidence is much more useful than just spouting opinions, heh.

    • Dash says:

      You can create more traffic of your website post and create a company profile too @ virtualsow.com Social Business Networking.

  3. Definitely enjoy these reports as always! I would definitely be a fan of some sort of Warrior Forum curator as I’ve almost stopped visiting it regularly with all the people simply trying to sell their crap instead of create value. Looking forward to seeing how you execute that idea!

    Thomas

    • JustinWCooke says:

      Hey Thomas,

      Yeah, I’d really like to see someone take that on, but don’t think it’s a challenge I’ll be tackling, hehe. I think it would be good for someone with some real business chops that frequents the WF, though. It’s quite a pain to dig through the crap to get to the gold, but I know that there IS gold there.

  4. Phillip Alexeev says:

    Hey Boss,

    Very good work as usual. One little thing I did want to note: in the first paragraph “not to shabby” should be “Not too shabby”.

    Either way, besides the spelling semantics, I’m really happy you guys have managed to turn things around and diversify post penguin/panda. It’s been a real tough time, especially for those of us who deal with strictly SEO, and you guys provide so much great information, that you really do deserve a break from the Bullshit!
    Keep up the great work, and I will look forward to your next post!

    http://www.pro-motions.org

    • JustinWCooke says:

      Damn spelling Nazi! :-) Thanks man…just fixed it, hehe.

      We haven’t fully recovered and we’re still reeling a bit from some of the changes, but we’re doing our best to adapt, improve, and diversify.

  5. Hi Guys

    A great solid year even through the turmoil (god knows what the figures would have been with out the Google updates!! :-()

    Looking forward to following your progress through 2013.

    I still believe that there really is a big opportunity in the brokers angle, if played well.

    Onwards and upwards to the $1million turnover number :-)

    cheers

    • JustinWCooke says:

      Thanks, Steve!

      Yeah, I’m pretty interested in the broker angle…I really think there’s a gap there and I’m hoping we can find a profitable and productive route to exploit it! :-) We get a request to broker quite often and if we can figure out a way to verify the sites and use our team to list I think we might have a way to make it work…we’ll see!

      $1 million…ugh…we’ll be happy to maintain in 2013 with AF, I think. I’m hoping to build out our outsourcing company in 2013, though… :-)

  6. Rob S says:

    Always a great read guys. I can’t wait to hear about whatever slight tweaks you have been making to your site building process. Hopefully that will come out soon in some way shape or form (post/podcast).

    I am curious to know about how many sites are generating the $2,300 in adsense income for December?

    • Thanks Rob, we’ll keep you updated when the new process is more fleshed out.

      For December 2012, we had over 1,200 sites earn somehting, but this includes sites that earned only 1 cent. The vast majority of income came from the top 700 sites earning at least $1 or more for the month.

  7. Nick LeRoy says:

    Fantastic month and year guys. I’m excited to see what you guys pump out in 2013. Just a quick question. What formatting, software etc did you guys use to create the imagery and layout for your niche site empire PDF?

    Also, can’t wait to see the broker opportunities and how the numbers will compare vs sales on Flippa.

  8. Yakezie says:

    Love it. $200k for the both of you ain’t bad at all for living in the Philippines!

    As a personal finance junkie, have you calculated how much of the revenue you guys actually kept? In other words, how much have your savings gone up in 2012? The PF sphere is all about what we keep.

    HNY!

    Sam

    • We’ve kept a good portion of it. Expenses here are relatively low and we always maintained low operating costs. Of course there is some cost in there, but Justin has outlined that in a post here:

      http://adsenseflippers.com/niche-websites/adsense-flippers-monthly-expenses/

      Don’t forget our day jobs at an outsourcing company. They two combined have made for a handsome income.

    • JustinWCooke says:

      Hey Sam,

      We profited roughly half of our revenue in 2012. Our business hasn’t matured to the point that we’re in wealth-building mode…we have fair reserves built up for our business (that grew a bit throughout the year) and typically spend the rest testing through new revenue streams.

      We’re a bit less forthright when it comes to personal savings, but I will tell you that Joe is much better than I am in this arena. :-) I tend to spend more personally and it probably has to do with my being less conservative when it comes to money…

  9. Ben Hebert says:

    Dude Skefflings is killing it!

    • JustinWCooke says:

      I know, right? I hadn’t followed up on her blog for a couple of months and writing this income report reminded me to check it out…she’s on fire right now…cool to see!

  10. Dan Norris says:

    Great year guys I bet you were keen to crack the $200k! Thanks heaps for the mention too. Looking forward to seeing what you guys do this year. If I can help in any way please let me know.

    Interesting that Twitter referes more traffic than Google kind of surprised about that!

    • You’re welcome Dan. We’ll get after the elusive $200k this year.

    • JustinWCooke says:

      Hey Dan!

      It was great breaking 200K, but we were really hoping for 250K at the beginning of the year, heh. I’m really interested to see what YOU come up with in 2013…you’re a workhorse when it comes to content and outreach, man…really impressive!

      I was surprised to see that Twitter was so high, but we have done a few competitions and giveaways that helped, I think, along with some “Click To Tweet” campaigns. Our FB growth on the other hand has been much slower, actually.

  11. Great work guys.

    Boy this would’ve been an even better (and easier) read in a whole new AF site design? When is that actually gonna happen?

    ;)

  12. Claire Smith says:

    Happy new Year and well done! Thanks for the mention, it certainly got crazy here. I am sorry to hear the Squidoo is not for you, it may not be a solid business model, but a bit of cash would be nice. I hope you did at least 30 lenses. That seems to be the critical mass.

    You have some interesting and totally useful ideas for the year, that is great to see. I am particularly excited to learn about the outsourcing for startups as we are getting into private label selling and would love a way to be more hands off.

    I am excited to see your website brokering develope too. I am also keen to see how the levelin up and authorit-ication of niche sites works. We have 4 we are working on and it will be great to see some case studies or get pointers.

    Chris Guthrie has some great content (videos) on buying sites, in the Site Finder Pro membership site. The program/site makes it easy to search and find sites on Flippa. One of these days I will take a plunge and buy a site. I hope you guys and your readers have an awesome 2013.

    • JustinWCooke says:

      Thanks, Claire!

      Squidoo might be something we go back to in the future, but our initial test was so underwhelming we don’t see it as being something we want to pursue right now. It’s obviously working for you and so I know it’s possible! :-) We didn’t do 30 lenses…we have around 14 lenses and only 5-6 of them are below the 400K threshold and visible on Squidoo.

      Chris has some good content on buying sites and it’s something he’s been focused on as of late…I like hearing about his due diligence on buying sites and think that’s something that needs to be discussed even more, heh.

  13. […] this year which I definitely think would be an excited project to follow ! Justin and Joe from adsenseflippers.com also shared their plan for 2013 which was interesting. So as I look back at the past year I can see […]

  14. ConstantineGer says:

    Peer from “selbstaendig-im-netz.de” is one of my favorite blogger in germany. He started a niche site challenge and delivered a whole bunch of very quality content! (Maybe he should think about an english version of his blog?) For me it is nice to notice how little the world of online marketing is :-D

    But I think I discovered you first ;)

    Thanks for a very great year 2012 with the AdsenseFlippers an i wish you all the best for 2013!

    I’m looking forward to hear more about building authority sites.

    Have a nice start to 2013!

  15. Tom says:

    First I would like to congratulate you for your great income in year 2012. I also wish you all the best in the year 2013!

    I would suggest you don’t immediately quit over Squidoo. I’m currently making between 900 and 1.100 USD/month on Squidoo + around 1.500 USD on my AdSense sites which gain traffic by redirecting people from my squidoo lenses. I make about 2.500 USD/month total.

    Since Google takes Squidoo as large site with authority, it is a lot easier to reach top Google positions with Squidoo lens than with your own adsense site. A while ago, I managed to gain #1 position on Google.com with keyword which has 450.000 monthly searches. My lens at that time had around 11.000 visitors daily!

    I also wrote an e-book on how to make money with Squidoo. I can send it to you, if you want.

  16. Tom says:

    First I would like to congratulate you for your great income in year 2012. I also wish you all the best in the year 2013!

    I would suggest you don’t immediately quit over Squidoo. I’m currently making between 900 and 1.100 USD/month on Squidoo + around 1.500 USD on my AdSense sites which gain traffic by redirecting people from my squidoo lenses. I make about 2.500 USD/month total.

    Since Google takes Squidoo as large site with authority, it is a lot easier to reach top Google positions with Squidoo lens than with your own adsense site. A while ago, I managed to gain #1 position on Google.com with keyword which has 450.000 monthly searches. My lens at that time had around 11.000 visitors daily!

    I also wrote an e-book on how to make money with Squidoo. I can send it to you, if you want.

    • We’re hear you Tom, giving up too early is one of the bis problems in this issue. Still, I think we have bigger fish to fry. Feel free to send over your e-book so we can take a look.

  17. […] Adsense Flippers – $6,756.81 – Income Sources: PPC, Website Flipping, Consulting, Products, Affiliate […]

  18. Dan Norris says:

    Hey guys thanks again for mentioning my podcasting guide in this post. I’ve updated it to include a link to your podcast at the bottom of the post. I’m doing this for podcasters who share the post http://inform.ly/the-beginners-guide-to-podcasting/

  19. […] 2) AdSense Flippers – grand total: $6,756.81 […]

  20. curiouslittleperson says:

    super.. got here through nichepursuits.com.

    You guys are rocking man..this is a serious income

  21. […] this year which I definitely think would be an excited project to follow ! Justin and Joe from adsenseflippers.com also shared their plan for 2013 which was interesting. So as I look back at the past year I can see […]

  22. Tashia says:

    I am SOO interested in you guys brokering. I believe there’s a high demand for buying and selling websites in the lower price ranges and I’ve been looking for a trusted source to purchase some. No better place to purchase then Adsense Flippers.

  23. tom libelt says:

    I remember talking with you on the Warrior Forum a while back when you were just starting this venture. You came a long way… and its hard to believe but it was thanks to niche sites… lol

    Regards,

    TomL

    http://www.libeltyseo.com

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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.