Justin Cooke

December 17, 2012

Another month has come and gone and we wanted to once again share with you our numbers for the month of November, 2012. This information stems from a proven belief that transparency in business is the best practice for us and a hope that sharing our numbers with you, warts and all, will help you learn and grow as you continue to build your business. We’ll go through all of the details below, but if you’re looking for a total we brought in a total of $16,124.58 to AdSense Flippers for the month of November…not bad, eh?

As 2012 draws to a close, Joe and I have had considerable time to reflect on our business over the last 12 months. There were quite a few goals we were looking to accomplish in 2012 and many of them we met and even exceeded in some cases. (more on that in a later post) It helped that we had a pretty clear vision of where we wanted to go this year, based on a careful planning process we went through last December, but we’re feeling much less confident about what we’d like to accomplish in 2013 as we look forward.

We have a choice on what type of business we want to have at the end of 2013. What will it look like? Who will be involved? What will our day-to-day be like both individually and as a team? What about 2014? 2015? These are questions we don’t have clear answers to…and is something we need to remedy in the very near future.

More on that in a future post. For now, let’s dig into the numbers.

Quick Note: We’ve already met our goal for donations on the Christmas Gift Giving Project! That said, the need here is overwhelming and we’re happy to take on more!  100% of the donations go to presents for the kids.  You can find out more about the project (and have a chance of winning a niche site from us) by clicking here…or you could just donate here!

Traffic To AdSenseFlippers

Our traffic dipped a bit in November to 19,219 visits from 22,203 the previous month. We didn’t have any stand-out posts that drove in a bunch of traffic like we did in October and our overall traffic was a bit more balanced. We’re expecting the traffic to again be lower in December as everyone prepares for the holidays and we’ll likely be putting out less content through the month as well.

AdSense Flippers Analytics November 2012

AdSense Flippers Analytics November 2012

We have quite a bit of content that we’re working on, including a series about recovering from the EMD Update, but we’ll most likely be waiting to get through December to put some of it out. Here are the most popular posts in November:

Podcast Statistics

AdSense Flippers Podcast Downloads November 2012

We saw a bump in podcast downloads for November, 7,986 downloads as compared to 6,949 the previous month. This was likely due to us releasing two new episodes this month, (AFP 32 – Leveling Up Site Content and AFP 33 – Niche Sites Are Not A Business)

We’re excited about some of the interviews and content we have prepared for the coming weeks and plan to continue the podcast as we head into 2013.

AdSense Earnings

AdSense Revenue November 2012

November was a remarkable month for us in regards to our AdSense earnings. After taking quite a hit the previous month, we saw some bounce-back in November, bringing in a total of $2,787.69. Our worst day was November 6th at $59.23 and our best day was November 26th at $148.58.

You’ll see a notable increase from the beginning through the end of the month with a slight drop-off at the very end once we’d sold some of our sites. The growth has remained consistent into December, but we’re expecting our reduced site-building to start impacting revenue January through March.

Site Sales

After not selling any sites in October, we were keen on “getting back to business” once the dust had settled and we’d determined which sites were hit in the previous update and which were not. We went through two rounds of site sales in November on our Buy Our Sites page and pulled in a total of $11,896.76 for the month.

We have various sites that are currently “on hold” and cannot be sold due to some testing we’ve been doing. We’ll continue to hold these sites until we complete the tests, selling off some of the newer sites that have popped up in recent weeks/months as strong earners.

Affiliate Sales

Our affiliate sales held pretty steady, pulling in a total of $1,090.13 for the month. A good portion of that came in from our sales of LongTailPro, but sales at HireWriters.com have gone up quite a bit, as have our Kindle sales of “Building A Niche Site Empire”.

We have no major changes planned in this area for the next few months, other than a site-redesign that might better funnel our traffic. I’d really wanted to do some in-depth reviews on exactly how we’re using some of the tools and software, but I have limited time and figure it’s better focused on higher-value areas of our business.

Summary

Sites Created: 5 (141 last month) Note: The domains purchased in October were created through Oct/Nov.

AdSense Earnings: $2,787.69 ($1,952.19 last month)

Flippa Sales: $0.00 ($0.00 last month)

Private Sales: $11,896.76 ($0.00 last month)

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

Consulting: $300.00 ($1,000.00 last month)

Total Affiliate Sales: $1,090.13 ($962.23 last month)

Total Income: $16,124.58 ($3,914.42 last month)

I hope you find this November report useful! Want to hear a bit more from us? You can sign up for email updates, check us out on Facebook, or say Hi on Twitter! How did things work out for your business in November? Let us know in the comments below!



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Discussion

Leave a comment
  1. Alex says:

    Wow that’s awesome guys, big improvement compared to last month!

  2. No stats on IntelliTheme sales?

    • JustinWCooke says:

      Damn…you noticed! :-)

      Actually, Joe and I discussed and we thought we’d keep that off the reports for AdSense Flippers…treating it as its “own business”. That may change…we’ll see!

  3. Hi guys !

    I bet now that EMD-update-the-sky-is-falling stuff feel pretty far away.

    Glad to see your report. Keep on the good work.

    Be healthy and smile.

  4. John Elder says:

    Congrats, glad things are looking up!

  5. Awesome month guys!

    I was also looking forward for the IntelliTheme stats.

  6. earn money with John says:

    hi

    great helpful post

    without being to nosey would be intersted in what costs per month are but that may be a pm .

    I dont know anybody else doing this

    will be massivlely keen to hear your plan for next year

    cheers

    All the best for Chrimbo

    j

    http://www.earnmoneyonlinewithjohn.com

  7. Jon says:

    Hey Guys,

    I’m glad you kept Intellitheme stats out of the report. I’m sure you did well, but it’s not part of your Adsense Flippers model. Frankly, any IM’r posting income reports should restrict reports to their non MMO businesses. Otherwise it’s like “hey we made $30K, $25K of which we made off of this blog (i.e. you, our readers) telling you how we made $5K.” Doesn’t make sense.

    I’m all for sharing the IntelliTheme stats, but am more interested in the numbers from your main business model.

    • JustinWCooke says:

      Awesome, Jon…

      We don’t share our revenue from our outsourcing company either. We considered it, but ultimately thought being completely transparent with our clients, their costs, their use of outsourcing, etc. wouldn’t be fair to them or a good idea for us, most likely.

  8. Hi

    A good month on site sales and good to see adsense recovering somewhat.

    I see you build just 5 sites in the month, Are you yet in a position to expand on your “current/new” strategy? I assume (always dangerous) that your changing the domain selection process at least.

    regards and have a great Christmas in the sunshine :-)

    • JustinWCooke says:

      Hey Steve,

      Actually…last month’s site creation numbers was high…you should really split those numbers up across the two months. The reason I included them in the October report is just simply based on the method I’ve always used for that report…putting them into the month in which they were purchased. (but not necessarily built out)

      We’ll be expanding or “leveling up” some sites in the new year…we’re still considering options and figuring out the details. Had a great conversation with Joe about it today, actually…might have another template to put into the mix.

      Have a great Christmas, Steve!

  9. Yakezie says:

    Big bucks guys!

    Are you guys deploying the strategy to get rid of your sites to that are deemed higher risk due to the EMD update? If so, how do you sell it to your buyers that the sites you are offloading are higher risk without alarming them?

    If you only built 5 sites last month from 140, does that mean there will be a huge slowdown in site sales in the future?

    Thx,

    Sam

    • JustinWCooke says:

      Hey Sam,

      The sites we sold were either safe from the updates entirely or had leveled/recovered in that time frame.

      We purchased 140 or so domains in October, but half were actually built out that month…the other half were built out in November. We’ve cut back significantly but haven’t stopped. December numbers will be low again, but we’ll likely pick it up again in January, in addition to building out new types of sites.

      • Yakezie says:

        Gotcha Justin. I think it’s a GREAT strategy to offload as many sites as possible which did see fluctuation in the past and have stabilized, b/c who knows, they may fluctuate again! All about deleveraging risk in this environment in this niche site space imo. I wish the buyers good luck!

        Will you be incorporating a cost to your domain purchases, as well as to your time? That might help give us a better idea of operating income, given the $16K you guys reported is really more like top line revenue wouldn’t you say?

        Thanks,

        Sam

        • JustinWCooke says:

          Hey Yakezie,

          Actually, the sites that earned the MOST prior to the update and took a hit a hit are on hold. I’ve asked Joe to set those aside for a case study I’m doing. Rather than selling them to a buyer, I thought it would be better for both us and potential buyers to see if we can fix the sites. More money for us and less risk for the buyers if we can fix them…expect more content about this soon in a case study!

          We went through our fairly detailed cost structure in an earlier post. You’re right about top line revenue…have a look at our expenses here:

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

          • Yakezie says:

            Gotcha. I read the post. Any way you can connect the costs associated with your income per month so we can get a clearer picture? If not, it’s fine as we can guesstimate too.

            Sam

          • JustinWCooke says:

            Hey Sam,

            We’ll likely be covering this in much more detail as part of an annual review. If you’d like to discuss this further, please email us – info@trybpo.com

  10. John says:

    Excellent! Keep up the good work guys!

    Regards,
    John

  11. Adam says:

    Guys, congrats on another great month. Quick question… how do you price your sites? For instance, I have a niche site that makes about $100-200 a month in adsense… what would you recommend I sell that for?

    • Our sites are priced at 20x monthly revenue. We found this multiple through trial and error by boosting our BIN on Flippa until we found the upper limit. Typically others selling similar sites only get 10x-14x.

  12. About the consulting part, what kind of consulting are you doing?

  13. […] sind die Einnahmen von adsenseflippers.com. Das ist auch nicht wirklich überraschend, lagen die Einnahmen im Vormonat doch deutlich unter dem […]

  14. […] Adsense Flippers – $16,124.58 – Income Sources: PPC, Website Flipping, Consulting, Products, Affiliate […]

  15. darren says:

    Great results guys, as always, its makes my $869 for November look a little retarded..

  16. That was very inspiring, I love your style of making your readers to pursue more. I think what you make out of this post is to make your readers more eager to continue despite of the hard times. Keep it up and I am looking forward for your success for the years to come.

    • Thanks for the words of encouragement Arwin. You’re right — there is still something to be said about the micro niche site approach — that it continues to work despite Google updates.

  17. Raja says:

    Is this adsense income from this site, i can see no adsense ads or other affiliate ads

    • The AdSense revenue comes form our niche sites of which we have hundreds. No I won’t reveal the URLs.

      Affiliate income comes from product we promote on this blog using links that track users purchasing habits. We only promote products we actually use.

  18. Donald Shelton says:

    While it may be a little early after the EMD, and it’s information you gave away in the first place, so no obligation to update – it would be interesting to know what specific changes there are in the “Building a Niche Site Empire” process you’ve made for current sites. I know in general toning down the on-page SEO, images, etc., but if you’ve made specific changes it would be interesting. Unfortunately the sites I bought from you just before EMD to reverse-engineer learn from were pretty much destroyed, so it doesn’t seem there is as much to extrapolate from the reverse engineering as hoped – thus a continuing quest for knowledge :)

  19. Rodger says:

    Curious,how do you guys build backlinks. Is there a service or software you guys use??

  20. Jason says:

    Great stuff guys. I applaud you for letting your sites settle and selling them with some post update earnings instead of immediately unloading them. While I was hoping to see some number on IntelliTheme, I can respect that you don’t want to disclose. However, I do feel that this is tied closely to the AdsenseFlippers brand (right now). Looking forward to some more podcasts in 2013.

    • Thanks Jason, Justin and I have always looked to do the right thing by our customers even if that means making less money.

      We might change decision to disclose the IntelliTheme revenues int he future. We’ll keep you posted.

      • cosmedic jetaways says:

        I have been doing the exact same strategy after the EMD update but all my sites that have no back links are not earning a penny in adsense. Only my sites with existing backlinks are still making a few dollars here and there. I have over 100 sites but not building any backlinks i cannot seem to agree with. I’ve let the dust settle this last 2 month and not building any links just doesnt seem to work on my sites. Backlinks are quite an important part of the pie in my opinion, ofcourse id completely understand if your hiding your link building strategy to protect yourself from google. But absolutely no backlinks at all? i dont see how its possible as adsense niches need at least some competition to garner any decent adsense earnings, unless your going for really no competition at all.

        • The key is keeping costs low and getting into niches that most people skip over because they think it’s not worth it. These are generally easy to rank for without at links.

        • JustinWCooke says:

          Hey there,

          I’d say that if you’re finding success on your sites with backlinks you should probably stick to that! Don’t force yourself to follow our direction exactly if it’s not working for you…that wouldn’t be smart.

          We are definitely going after low-competition keywords…that’s why we think our process is able to work and doesn’t require as many backlinks as other strategies.

          You’re probably new to our site, but I can assure you that if we were backlinking our sites we wouldn’t say that we’re not. If we were hiding our backlinking strategy, we’d simply state that we’re not willing to disclose that information rather than hiding it or lying about it. It’s an important distinction, I think.

  21. […] Adsense Flippers by Justin Cooke and Joe Magnotti […]

  22. […] Income Report November 2012 – 2,651 Pageviews […]

  23. […] Income Report November 2012 – 2,651 Pageviews […]

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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.