Justin Cooke

June 11, 2013

Welcome to our May 2013 monthly business and income report!

We’re following up on our April income report with what is (to date) our highest-grossing report ever! There are a several reasons for this which we’ll share in detail below.

We love hearing about how much these reports inspire and encourage you to continue to build and grow your own online empire. That’s part of the reason we openly share this information with you, but there’s also value for us brought about with the introspection that comes with writing these reports.

Having to take an open and honest look at our strengths, weaknesses, and growth opportunities (along with the feedback you deliver) provides us insights into our business we wouldn’t have otherwise. It gives us an opportunity to look at our business from the outside in, and (I hope) leads us to make better-informed decisions about the direction our company should take

Most of this revenue comes from you.

Whether you’re a long-standing outsourcing client of ours or you happened to use one of our affiliate links to buy a piece of software, we wanted to thank you for your continued support as we continue to expand our online empire.

Edit: Please keep in mind this is top-line revenue for our company and, while we’ve shared our average monthly expenses for niche site creation and have broken down our IntelliTheme revenue and expenses in a case study, sharing the breakdown for our outsourcing clients along with their expenses is something we’re not willing to do at this point.

Alright…let’s dig into the details!

What We’re Working On

“This was definitely a low-key month for us in terms of output”

After an awfully busy April, we ended up letting off the gas in May in terms of longer-term projects. We published a few podcasts and wrote a couple of blog posts, etc…but most of our time was spent on maintenance issues and just working less than we have in recent months. This wasn’t a conscious decision Joe and I made, but we’ve been in business together long enough to recognize our swings and this was definitely a low-key month for us in terms of output.

We held a strategy session on June 6th to kick ourselves back into gear and dig into some of the things we’re looking to accomplish through 2013 and beyond. We haven’t fleshed it all out, but we do have a few project ideas that we’d really like to get up and running and (hopefully) have live by the end of the year. We’d like to massively expand our business in 2014 and much of what we work on this year will be in preparation for that expansion. :-) I don’t mean to be coy, but some of these plans are so new they’re not really worth sharing at this point.

In the month of May we held a contest on our podcast to win a FREE niche site from us and…we have a winner! We’re happy to announce that Mark Burgess from the UK has won a free niche site (valued at $150 – $200 USD) for his submission. Here’s what he had to say:

5-stars – A must listen for business – Brilliant show makes me laugh and has loads of online business advice – it’s like listening to two of your best mates. :-)

Thanks, Mark! Please get in contact with us and we’ll be happy to get you sorted.

One more thing – we’ve been accepting more podcast interviews in recent weeks and we’re having a blast. If you’re new around here and dig podcasts, check out our interview with Tim @ TheAwesomePodcast.com. We get into a bit of our backstory and run through the basics on creating niche sites. (And compare/contrast our approach with that of Pat Flynn and Spencer Haws) He runs a high-energy show and the episodes are well put together…I’ve added him to my podcast rotation and am going through back episodes now.

If you’d like to hear us on your favorite podcast or to hear us interview someone in particular on ours, please Contact Us or let us know in the comments. (Better yet…have them get in touch with us to set something up!)

Site Traffic

We had a total of 21,549 visits in May:

Empire Flippers Traffic May 2013

That’s an improvement over last month by around 1.5K visits. Here’s a look at our most visited content in May:

Empire Flippers Content May 2013

It’s definitely our newer content that has attracted the most visits. I’m still waiting to see some of our older posts get that longtail search traffic we were getting when we were on AdSenseFlippers.

Here’s a look at our top referrals for May:

Empire Flippers Referrals May 2013

Again, we see that Facebook has been a better referral source for us than Twitter, even though I’ve spent more time overall on the latter.  This probably has to do with the stickability of Facebook as opposed to Twitter. (Especially considering the fact that I’m sleeping when our US audience is the most active, and I don’t use delayed or pre-messaged tweets.)

Podcast & Email Audience

We had another excellent month in May for podcast downloads, nearly breaking the 20K barrier:

Podcast Downloads May 2013

We had a couple excellent guests on the show including Cody McKibben and James Schramko.  We have more show ideas lined up for June/July that should be fun, entertaining, and useful for both us and the listeners.

We’ve noticed our downloads are WAY down in June, though.  Now that we’re 33% of the way through the month, we’ve noticed that we’ve only received around 10% of the downloads on the older episodes that we received in April.  We’ve spoken to two other podcasters that are using LibSyn and they’re reporting similar numbers. (I contacted support and they’re saying nothing unusual on their end.) It could just be that Summer is here and less people are listening to podcasts and are out enjoying the nice weather. :-)

Here’s a look at our email subscribers:

Aweber emails

We’re gone up by nearly 300 new emails since last month. (Not counting the 40 or so that have been added to Office Autopilot)  We should be fully transitioned to OAP by the next report – it will be interesting to see how many of those emails are duplicates across our different lists. I’m expecting this to go down next month as we de-dupe and clean this up a bit.

Monetized Sites

Here’s a look at our AdSense earnings in May:

AdSense Earnings May 2013

The AdSense earnings for May are just about the same as they were in April. Our best day was May 9th at $87.51 and our worst day was May 28th at $35.96. Any new sites we’ve created a few months ago that are popping up the chart in earnings are just replacing the sites we’ve sold on the Marketplace and the smaller niche sites in our Empire Starter Packages.

I’d like to see us adding other monetization methods to this section, but I don’t think we’ll see much change here until the end of the year.  We’ll be laying some groundwork in Q4, though, that should definitely change this section up a bit with more blended earnings from multiple sources.

Selling Our Sites

We bounced back a bit with selling our own sites in May with just over $8K in sales. (Compared to $3K in April) We should be able to continue to sell through June as the sites become available, although I’m expecting the earnings to drop a bit here in June.  We have sites for sale right now and should be adding a few more by the end of the week.

We’re definitely planning to run another Flippa auction in the coming weeks – more information on that when the auction is live!

Products & Services

Our income from sold products nearly doubled in May, bringing in $8,576 for the month.  Most of the products sold included starter packs, content packages, and people selling their sites with us.

I didn’t get a chance to add the new products in May, but should be adding both a “ZenDesk ticket support product” and an “App wireframe development product” in the next couple of weeks.

Brokered Sites

We added several new sites for sale towards the end of May, (several which are available now) but didn’t sell them all right away, bringing in a total of $5,766.40 in revenue for the month. ($864.96 of which I’m counting for our income)  We did cut a deal for the premium dropship site and received the deposit, but since the deal wasn’t completed until June, I won’t be counting that this month.

The sale of the premium site (and any of the sites we have for sale right now) should add quite a bit of revenue for us in June.

IntelliTheme

“We’ve had some problems with development and pushing out Version 2.0 of IntelliTheme”

After our breakout month in May with the product launch, we’re back down to more reasonable numbers, bringing in $706.88 for the month.  I see the sales for IntelliTheme steadying out over the next few months.

We’ve had some problems with development and pushing out Version 2.0 of the product.  The changes include having the theme automatically login to your AdSense account to create ad units, pulling down more data from AdSense and reporting into the theme directly, etc.  The problem is we can’t get these features to work all of the time in our own account. (Although it does seem to work in “most” of the personal accounts we’ve tested)  Since we’re unsure as to the problem, this might be an issue with us when it comes to supporting the product and we’ve held off on pushing out the V. 2.0 update until we can get these issues resolved.

You probably saw our product launch case study on IntelliTheme, but I wanted to share with you another interesting case study from Glen at Viperchill.com. It’s extremely long/detailed, but I LOVE reading this kind of content and it’s definitely worth checking out! (He had some serious issues on the launch…ugh…feeling his pain, heh)

Affiliate Income

Our affiliate earnings haven’t changed much this month, bringing in a total of $1,034.97 in May.  We don’t have much planned here in the near future, although I would like to revamp and update our Tools & Resources Page.

Outsourcing Clients

“A much more targeted (niched down) approach is what we need to scale our outsourcing business”

This was our biggest revenue stream by far for May, bringing in a total of $57,756.14 for the month.  We had two customers that had fallen behind on invoices that got caught up in May, giving us quite an injection of cash.

We’ve added two new (smaller) clients in the last six weeks or so and lost one as well.  Our new Hiring Manager is getting up to speed, finally…and while we were looking for new agents for our own business, the needs of the new clients are more pressing and we’ve pushed these hires back a bit until we can get the new clients staffed.

Joe would really like to grow this side of our business over the next 12-18 months which is great, but I don’t think we have a very clearly-defined value proposition for this side of the business.  We’ve made it work with our “Americans on the ground” Unique Selling Proposition (USP), but I think a much more targeted (niched down) approach is really what we need to scale this properly.  I think the best way to accomplish this is through targeted products rather than rented agents, but we’re likely to continue to test through both.

Consulting

No consulting revenue for us in May.

It’s been interesting going through the niche site process with our client from April…it forced both Joe and I to revisit sections of our business we haven’t been closely involved in for quite some time. To be frank, I’m not sure the value of one-on-one coaching (regarding niche sites) is so much more so than it would be in a smallish group of 4-5 people…I’ve been wondering whether small group training might be a better way to go. I’ll be sure to ask her the next time we chat to see if she feels the same way. :-)

Summary

Overall, we’re very happy with how May turned out and catching up on invoices definitely helped our cashflow for the month.

Here’s a snapshot at the numbers…

Business Data:

  • Employees: 36 (+3 from last month)
  • Interns: 1 (Erik)
  • Contractors: 3
  • Site Visits: 21,549 (+1,496 from last month)
  • Emails / Contact Records: 10,357 (+279 from last month)

Earnings:

  • AdSense: $1,729.50 (-$26.69 from last month)
  • Site Sales: $8,036.20 (+$5,045.00 from last month)
  • Products/Services: $8,576.00 (+$4,022.00 from last month)
  • Brokered Sites: $864.96 (-$1,610.88 from last month)
  • IntelliTheme: $706.88 (-$16,384.44 from last month)
  • Affiliate: $1,034.97 (+$53.48 from last month)
  • Outsourcing: $57,756.14 (+$32,396.14 from last month)
  • Consulting: $0.00 (-$1,260.00 from last month)

Total For May: $78,704.65 (+$22,234.61 from last month)

“Reviewing the detailed monthly income report over at @empireflippers – Check it out!” – Click To Tweet

Alright, over to you! What are YOU working on in June to help you grow your business. How can we help you? Give us a shout on Twitter or feel free to leave a comment below…we’d love to hear from you!



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Discussion

Leave a comment
  1. You should post your monthly expenses. It’s neat to know you’re making $57K from outsourcing, but how much do you have to pay your team of employees in the Philippines to make that kind of money?

    • Justin Cooke says:

      Hey Matthew!

      We’ve covered our niche site and project expenses pretty well here:

      http://empireflippers.com/adsense-flippers-monthly-expenses/

      We’ve also shared the revenue/expenses of a particular project in the case study here:

      http://empireflippers.com/intellitheme-launch-case-study/

      There are a few things regarding posting expenses for our outsourcing company that are problematic for us which is why we’ve avoided it.

      • Cristina C. Ansbjerg says:

        Hi Justin! Amazing month, congrats!
        But I agree with Matthew. You should include your expenses, even if you’ve covered it before in general in another post.

      • Guest says:

        yes that revenue must have expenses, your niches made 1700$ a month, (3000 sites) that mean 10$ per site expenses = 10×3000 = 30000 anually, your earnings 1700×12= 20400$??? you don´t a problem there??? i hope that you are not faking anything, i hope but by we both know that i am right, 36 employes 100x employe= 36000 $ expenses, but who in the hell with work by 100$? i mean at leat 200$ x 36= 72000 you think that we are stupid?? what happens make the maths¡¡¡

        • Yes math is a WONDERFUL thing! Especially when calculated correctly.

          For example: $200 x 36 employees is $7,200 not $72,000 that extra zero you have miscalculated makes ALL the difference. that happens make the maths.

          Grammar is also a wonderful thing.

  2. Matt Hagens says:

    Holy snap!

    • Justin Cooke says:

      That’s what I thought when I was putting the numbers together! Much of the income (from outsourcing clients) was just getting paid back on previous invoices to get us caught up…should be “normal” again next month…

  3. Kunal Sharma says:

    That’s massive and amazing. All the best EF….

  4. Hi Justin and Joe

    I totally see why Joe is keen to develop the outsourcing business makes sense to me its kinda core to building the future financial stability of the business. The donkey that allows you to experiment and expand?

    As you know im not a hater :-) () so take this the right way.

    I question the value of the accounting figures. For example as you explained in another reply the MASSIVE growth in outsourcing revenue was actually from old invoices (? correct me if i read that wrong).

    So what your showing is revenue without the other direct related costs.

    With my old Financial Directors hat on I might well do the same (especially taking into account tax and that invoices might not get paid (ever)).

    However for the blog purpose could i suggest you move to a “this was our SALES figures for the month” rather than what your showing which is “income” with out cost of sales.

    By showing sales only then a comparison form month to month could be made with out you having to disclose costs.

    To those requesting them there’s no point. The guys would have to disclose every cost direct and indirect and allocate to each element of their business. a) far to much disclosure b) even then its hard to judge profitability as accounting may require depreciation and tax issues etc and should they account for capital equipment and other expenses? yikes…

    Pat Flynn shows enough info I think empireflippers are also with the above caveats.

    Here to an even stronger next few months.

    • Justin Cooke says:

      Thanks for the comment, Steve!

      I think Joe’s right regarding expanding the outsourcing side of our business. We have a target market / sales problem, though. Inbound leads and referrals are somewhat slow and just tend to replace clients that have moved on. (Fairly level…slight growth) To really scale, we need focused outbound effort, I think. (Or a bigger presence and more inbound leads in the outsourcing/BPO space)

      You’re right…the growth from April – May was based on outstanding invoices that were paid up. (We mentioned this in both our March/April numbers) I thought about reporting via accrual but that seemed a bit odd…especially since it wouldn’t match our cash reporting in other areas. :-(

      I’d planned on stopping our income reports last year as they felt a little…well…self-aggrandizing. I thought it might be better to spend time writing about strategies, giving case studies, and sharing tactics, but we had quite a few requests to bring them back. The thing I REALLY don’t want to do is publish them disingenuously. I don’t want them to do more harm than good…

      You make a good point that I should label this a sales report rather than confusing people that might think it’s a Profit/Loss statement.

      • Hi Justin

        your not in anyway being disingenuously lets be clear on that one. I also tend to feel that income reports are a two edged sword. I do like to see how your going in different sectors of your business. And having started I felt you should continue as you did.

        For myself I dont plan to ever do an income report unless I published a full P&L which is unlikely :-)However I certainly see value in publishing say all the costs related to a specific project so folks had a feel for that.

        Anyway, enjoy the sunshine :-) oh and the sitting on the beech with your laptop rofl

        • Justin Cooke says:

          I think you’re right, Steve. I read an interesting post a while back regarding income reports that mentioned the double-edged sword point as well.

          I think maybe Spencer over at NichePursuits is on to something – share individual reports based on specific pieces of your business that are relevant. That makes sense…most here probably aren’t that interested in hearing how our outsourcing company is doing anyway, eh? Not relevant to their business…

          Not much sunshine here at 4am (Not yet anyway). I’m working my “Night Indian” hours right now. No worries…I’m taking a half day tomorrow to enjoy some beers and pool time with friends to make up for it! hehe

    • Sam Dogen says:

      Simple solution is to just change the income reports to Revenue reports. Easy peasy.

  5. Quinton Hamp says:

    Duuuude! Insane!

    I’ll be honest, the outsourcing clients excite me the least since I’m not quite ready to move to the Phillipines and start up an operation center ;) But a lot of your new enterprises (intellitheme) have solid principles to “borrow from” for my own projects.

    Are your niche sites for resale still pretty much focusing on adsense, or have you branched out sites that use any affiliate programs yet?

    • Justin Cooke says:

      Thanks for the comment, Quinton!

      Yeah, the outsourcing side of the house is a bit outside of everything else we do, but we’re slowly/surely moving towards a position where they’re all a bit more intertwined. This will come through targeted/focused products that are a bit more B2B.

      The sites we’re building and selling are AdSense, but we’ve listed some vetted sites that are based on affiliate income. (Disclosed on a site-by-site basis) We’ll be looking into building product-based sites (and possibly affiliate sites) ourselves in the future though, for sure. I’d rather ADD staff to do that rather than pull current crew off the sites we’re creating, though…and Joe and I should test through it ourselves first, of course.

  6. Rico says:

    Wow that is an impressive result!

    I just started myself to work another partner on a project who was relying on my introduction. I never thought its so difficult to explain other people how you want to have things done! Based on that experience I can almost imagine what hard job you are doing every day for the outsourcing industry.

    For me, I will keep on learning to “teach” my partners to do the things the way I want it to be done. It’s a big challenge =)

    Keep the good work going. Love your podcast :)

    • Justin Cooke says:

      Thanks, Rico!

      Partnerships can be definitely be a challenge. Each will bring his or her own knowledge and experience (+ biases) to the table and communicating ideas to each other can be problematic at times. It’s similar to working with a remove VA…except a partner has a say in the direction of your business!

      Keep in touch and let us know how everything works out…

  7. Sam Dogen says:

    Nice job guys!

    Curious, would it be better to strip out the outsourcing business given that is the business which employs most of the 36 employees? This way, it makes things more like for like as you are not highlighting the costs of the outsourcing business.

    During Adsense Flippers last year, the outsourcing business was not included right? Do you think we can all start an outsourcing business? Or do we have to move to a lower cost area like the Philippines. I think people might be misled into thinking a similar revenue can be created if they aren’t knowledgable enough.

    $21,000 in revenue ex outsourcing split two or three ways is still good! Just call it a REVENUE report and nobody will ever say anything again!

    Thanks,

    Sam

    • I think Sam is onto something here, re: “income” versus “revenue”. I know Justin LOVES the power of words, maybe that simple change could make a HUGE difference?

    • Justin Cooke says:

      Hey Sam…thanks for the comment!

      The reason we brought the outsourcing and AdSense Flippers revenue together is that we’re melding all of our business interests under one banner – Empire Flippers. Our goal is to show our various revenue streams so that readers/listeners can see how they fit together in terms of the overall picture. It’s much easier to add a new revenue stream where 70% of the work is related to what we’re doing already.

      I don’t think that just anybody can get started with an outsourcing company (Although…it is easier than you think and can be started remotely) but I do hope that it gives you ideas on how to branch out into new revenue streams based on your existing business. It doesn’t make a ton of sense quite yet because the “businesses” are still a bit separate…but we’re working to bring them even closer together so that they fit under the one roof.

      I think you’re right regarding the naming – Revenue/Sales report. I didn’t name this maliciously…it’s just the common wording used by bloggers to describe their monthly revenue. Apologize to anyone who was confused by this. :-)

  8. Darren Boland says:

    Hi, Huge effort guys. I like the idea of group consulting. Maybe a 3 day Empire Flippers Seminar… Good book a holiday as well, Great Tax deduction.
    Do you have a separate site for the outsourcing business. ??

    • Justin Cooke says:

      Thanks, Darren! Yeah, we talked about the seminar idea a bit when you were out here. (When are you coming back, btw?) :-) I think the idea of holding a mastermind or two in the US when Joe and I get back there sounds promising as well…something we’ll definitely look into.

      We USED to have a separate site for our outsourcing company (TryBPO) but we ultimately brought all of our business interests together here under Empire Flippers. This is it now…everything’s here. (IntelliTheme is separate…but it’s a product and not a business – that’s what I tell myself, hehe)

  9. Dan Norris says:

    Hey Justin awesome man. Do you guys have an annual revenue goal that you are aiming for? Also do you have a sense for what parts of the business are growing the quickest? It’s definitely an interesting business you have here.

    • Justin Cooke says:

      Hey Dan,

      We did quite a bit more goal planning in 2012 than we did in 2013. We had some idea (non-monetary goals) of what we wanted to roll out in Q1/Q2 2013, but not much beyond that. Joe and I recently sat down for a strategy session…maybe a post on how we approached it would be interesting?

      Basically, we started with a dreamy, aspirational discussion of where we want to be in 3-5 years and then worked our way back from there, getting more concrete the closer we got to present day.

      At the beginning of this year, I had “match last year” as an internal goal, knowing we were going to be cleaning up our business a bit in 2013 internally. If we can keep up our current trajectory, we’ll definitely surpass last year’s numbers (even including the outsourcing business revenue)

      I think we’ll have a much more publicly stated goal for 2014 that will be attached to some of our other projects. We’ll get into this more in 3-4 months, I think! We should have a chat, man…it’s been a while.

  10. Miki Vicioso says:

    Another great month guys! Keep it up! those outsourcing clients are really starting to pay off.

  11. That was an interesting comments section . Not really much to add . Just one thought : when hatred arrives , you’re onto something good . :)

    Be healthy and smile .

    • Justin Cooke says:

      Yeah, felt a little beat up here, for sure. :-( It sucks…I was stoked to see we’d had our best month ever and then bummed to see so much criticism. Our margins haven’t changed (neither has our message) so what gives? I’m planning to write a post about it soon, actually.

      The bigger and more complex our business gets the more confusing it looks to someone just starting off. For someone starting a new business and looking for inspiration it probably seems outrageous, but anyone that’s built a real business before seems to be more sympathetic and know where we’re coming from.

      Thanks, man!

  12. Tung Tran says:

    That’s awesome!

    Your outsouricng business is really great! Could u write a post explaining that business for us in the future? :D

    Good luck this month guys!

    Tung

    • Iain Robson says:

      That would be interesting to see. I think they have covered it a bit before, but I don’t think they have gone into super huge detail.

      It could be a future post maybe

      Justin and Joe

      Thanks for pointing out the awesome podcast. I’m going to have a listen.

      • Justin Cooke says:

        That’s a good idea, Tung/Iain. We’d like to use the blog/podcast to (potentially) attract new outsourcing clients, so it would probably help if we spoke about it a bit more, heh.

  13. Great job guys!

    A question that’s crossed my mind is how many hosts do you guys use (since you make tons of sites)? And which ones do you recommend most?

    • Justin Cooke says:

      Thanks, Larry!

      I’m not really sure how many hosting accounts we have, actually. (12-15 or so, I think?) Joe really handles that.

      For our niche sites, we use HostGator accounts. I “think” we still have a couple of legacy GoDaddy accounts that we’ve used previously, but I know Joe was looking to dump those at some point. We use WPEngine for EmpireFlippers at a pricier $100/month or so. WPEngine is kind of like the Soup Nazi from Seinfeld – they’re pretty strict (and blunt) about what you can and can’t have on your site regarding plugins.

  14. Don Shelton says:

    There are many ways to present numbers, including ways that misrepresent, but I appreciate a sincere effort to be transparent. With time you’ll figure out the best way to present the numbers – especially if we keep in mind it’s not required. It’s true that most here are likely more interested in the niche site income, but even there Adsense revenue is on sites still in the incubator – you sell your portfolio rather than keep it. In that vein, though it would be difficult and would probably have to be somewhat anecdotal, some kind of report on how sites you’ve sold in the past are doing today would be of interest I think. However the survey would work (getting past buyers to respond/participate, anonymity of sites, veracity of data, etc.), I think such information could be helpful to you in several ways, from success stories to ideas to help future site development.

    • Justin Cooke says:

      Thanks, Don. I think as we start to blend more of the outsourcing and site creation work together through products, additional types of sites, new monetization streams, etc. it will start to make a bit more sense.

      I like your idea of keeping track of the sites. As it stands now, we only hear back from those who have had success (changed monetization with improvement, sold for additional profit, added content for 2x+ earnings, etc.) or those who had failure (decreased earnings, AdSense account banned, couldn’t recreate additional sites, etc.)

      We have something planned towards the end of this year that will be in-line with this, I think…fun stuff!

  15. Sibo Zhang says:

    This is the first time I came to your site. It’s the most beautiful blog I have ever seen. And I also found you have lots of great tools and packages. I will definitely come back for more information in the future.

    Keep up the great work, guys!

  16. Brylie Broos says:

    I’m looking at the adsense revenue, I know you said the sites sold are being replaced be the new ones you have made, but approximately how many sites do you have running to bring in the income of over $1,700 in a month with adsense?

    • Brylie, this question comes up a lot and it’s tough to answer. When I do a sites report in AdSense for May 2013, I get 1412 sites. But this includes lots of sites that make no or very little money (but had traffic), invalid sites (just an IP address or web cache), and other sites that should not count towards the total. So a rough estimate is the vast majority of income comes from about 30% of those sites or about 423 sites. We can drill down even further and say the top 50 sites made $5 or more with some really big outliers (that we usually wind up selling).

      This is the power of building out a network of sites. We’re not dependent on any one site to carry us through and so we don’t get emotionally attached to the winners or losers. We simply move on and build more sites.

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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.