Justin Cooke

April 9, 2013

Welcome to our first (of many) income reports under the new brand, EmpireFlippers! This report will cover January – March (Q1) 2013 and we’ll be following a slightly different format than we’ve used previously.

We’re excited to again share with you our numbers in the hopes that they inspire you to take action in building your online empire. We’re also looking to hold ourselves accountable and to elicit feedback from you on areas of opportunity and growth.

I’d mentioned that we considered switching to a quarterly report last year and the feedback we got from you was that you’d much prefer a monthly report. Based on that feedback, we’ll be continuing on a monthly basis as of right now! Thank you so much for your continued support! So how have we done so far this year?…let’s dig into the details!

Lessons Learned

Much of our efforts in the beginning of 2013 were focused on combining all of our business under the Empire Flippers banner and we’ve had plenty of time to consider what that means for our brand, our company, and our content.

We discussed the plan with others…those who had split up their companies into several different brands and others who put everything under the same banner. The “one banner” arguments appealed to us the most, which is why we decided to roll them up here.

What We’re Working On

We’ve quieted down a bit over the last couple of months, mainly due to all of the projects we’ve been working on shipping. Here are a few of the things in the pipeline currently:

  • IntelliTheme “Launch” – We’ve been working with an affiliate manager, Mark Thompson, on getting IntelliTheme out to the Internet Marketing community. We’re in the final stages of preparing Version 2.0 which should include automatic reporting from AdSense to the dashboard and (hopefully) automatically created Ad Units and custom channels inside your AdSense account. The JV launch is scheduled for this Friday (April 12th). I’m planning to do a full write-up afterwards regarding the entire process to share both our successes and failures during this launch. (Check out our promo video – Thanks to our latest Intern Erik for this!)

  • Marketplace – We’ve added sections for both Featured And Vetted sites, but it’s still a bit ugly and not nearly as streamlined as we’d like. We have a developer working with us to make this section cleaner, more intuitive, and user friendly.
  • New Tools – We created our Niche Site Profit Calculator quite a while back and it’s been one of our most visited pages all-time! We have another tool we’re working on for SEO that we’ll be using ourselves and providing to you…for free! More on this in a few weeks…
  • Better Customer Tracking – Now that we have site buyers, sellers, and products/services it makes sense for us to better segment our audience as contacts rather than lists. AWeber has been great for us so far, but having more detailed information regarding our customers will allow us to better meet their individual needs. We’re looking at both InfusionSoft and Office Auto Pilot (now Ontraport) for a better solution here.

Site Traffic

We’ve had a total of 51,500 visits to our site(s) from January through March 31st.

AdSense Flippers:

AF Analytics Jan To March 1

Empire Flippers:

EF Analytics Jan To March 1

We’ve seen our organic search volume drop a bit with the switch, but we’re expecting that to bounce back once all the dust has settled and our 301 redirects have kicked in. Here’s a look at our top content from both sites:

AF Analytics Jan To March Content

EF Analytics Jan To March Content

And our top referrals:

AF Analytics Jan To March Sources

EF Analytics Jan To March Sources

It’s great to see that our number of pages visited (2.6 pages) and average visit duration (3:12) remain high, but I feel like our content is a bit harder to find with the new design. I’m going to see what I can do about adding some additional navigation resources in the sidebar that should help.

We’ll be working with Dan Norris from Inform.ly in the coming weeks to test through his Content Analytics beta test. I’m really excited about this…I’m looking forward to better understanding our analytics and he’s working on some really cool stuff over there to solve that problem.

Podcast Downloads

We’re excited to be back to a weekly publishing schedule with the podcast and we’ve noticed a bump in downloads in March:

Podcast Downloads Jan To March

We focused on improving both the production and content quality of our podcast in our latest mastermind and have some great ideas on putting together an even better show for you in the coming weeks and months!

Monetized Sites

Here is our AdSense earnings report from the niche sites we’re still holding:

AdSense Jan to March 2013

Even with the sale of some of the niche sites, not building new sites for several months, and the spring cleaning we’ve done with the “losers” that didn’t earn enough to be worth renewing, earnings have remained relatively consistent here at around $2K per month. Much of that was due to improvements in earnings we’ve realized by using IntelliTheme and the fact that some of our niche sites have bounced back in recent months.

We’re expecting this to grow as we’ve been back on track building niche sites as of February…it will just take a few months for those sites to start popping up on the SERPs and earning.  If you’d like to know a bit more about our costs in creating these niche sites, you can check out how we spend our money here.

Note: When our sites come up for renewal, we have a process where we look at the previous 6 months of revenue and decide whether to keep or to drop the sites/domains. It seems like a real waste to lose all of the content on the sites that aren’t earning their keep…any ideas on what we could/should be doing with that content instead of dumping it?

Selling Our Sites

We sold off $4,455.20 worth of sites in January, $317.00 in February, and went big in March at $12,622.00 in site sales. We still have a few sites here and there that are strong and earning enough to list, but many of the sites we started creating in February won’t be up, stable, and earning for a few months yet.

We’ll be holding these sites for a while…selling them off too early represents a loss for us. Joe has a (somewhat complicated) process he puts the sites through when evaluating which are ready to sell and which are not. Primarily, we’re looking for sites that are stable and have slowed down their earnings growth from their initial “pop” when they became ranked.

We haven’t put up a Flippa auction in some time and I think I’m going to see if we can put together a package in the next month or two that we can list. We’ll send out an email when/if we list a Flippa auction.

Products & Services

Paypal Snippet MarchWe had a few beta testers with us in January/February, but the majority of the $5,830 sold in the Products & Services section came after March 21st…a definite win for us and a valuable new revenue stream.

Our most popular products so far have been the Empire Starter Packs and our Empire Auction Assistance packages, representing well over half of our earnings here. The only product that didn’t sell at all was the Empire Social Media pack. (Although we did sell $474.00 worth of custom Twitter backgrounds directly through TwitArt.com…included in the total above.)

Brokered Sites

We’ve sold a total of $14,615.20 worth of brokered sites on the marketplace since launching in March, representing a total revenue for us of $2,192.28. We’ve had to turn a couple of sites and sellers away with a refund that either couldn’t be verified or weren’t offering sites that met our criteria…the rest have been listed. (And usually sold within a couple of days)

This is definitely promising, but there are two things to note here:

  1. Time/Cost Intensive – These brokered site sales made less than half the revenue and took up considerably more of Joe and I’s time than the Products & Services did. (Not to mention the cost involved with building out the marketplace) Automation and passing off some of the tasks to our team will help here, but it’s not a great ROI for our time quite yet.
  2. Higher-End Sites Are Slower To Sell – Our $64K eCommerce site and the $14K affiliate site have drummed up some interest, but nobody has yet pulled the trigger on purchasing these sites. This price range is new territory for us (and our buyers) and I think it will take some time to attract more buyers looking for this type of investment. We’re considering some advertising and Remarketing opportunities that may help here.

I should note that I’m including the $297 “vetting” fee under Products & Services…we wouldn’t have had those if we weren’t brokering sites. Additionally, I don’t think everything can be measured in terms of ROI on your time. I truly believe that offering the marketplace provides a ton of value to our audience for both buyers and sellers alike. Even if we earn more money by focusing our efforts on different revenue streams, providing this as an option drives the market forward, which is good for everyone.

IntelliTheme

IntelliTheme LogoThis is the first time we’ve actually shared our IntelliTheme numbers publicly. We earned a total of $1,482.72 from IntelliTheme in Q1 2013 and we’re just under $7,000 overall. We’d just about made back our development costs when we decided to put another $3K into the product to get Version 2.0 ready for the launch coming up this Friday. We’ve used the last several months to fix bugs, make adjustments, and prepare the product for primetime.

We’re not actually expecting to make much on the launch of IntelliTheme. We’re discounting the price heavily, giving 60% to affiliates, and splitting the rest with our affiliate manager. The idea is to get the product in more hands, introduce the buyers to EmpireFlippers, and to prove the market. We have some pretty major plans for Version 3.0 and are talking to people in the niche that could make this a major success and getting more users is a critical step in making that happen.

Affiliate Income

We brought in a total of $2,175.96 for the quarter through affiliate revenue. ($670.75 of which is through Kindle sales of “Building A Niche Site Empire” – Not too shabby!) Most of that came through sales of LongTailPro, HireWriters.com, and HostGator. I’d like to do more with this (and our Resources Page is sorely in need of being rewritten for Empire Flippers), but we’ve put this off to focus more on our core offerings.

I don’t really like having to test through all the new/shiny tools and products that come out, but having specific review pages for products that provide us a ton of value seems like a no-brainer. (Similar to our Long Tail Pro review seen here.)

Outsourcing Clients

Since we’ve merged our outsourcing company with AdSense Flippers, I thought it best to record our income from our more “traditional” outsourcing projects here as well. I’ll also mention that I’m listing actual payments instead of invoices and some of our clients have terms, are slow to pay, etc. so there may be more significant ups and downs every month as the payments come in. Our Accounts Receivables are fairly large right now, so we’re expecting a good month in either April or May as those clients get caught up with payments.

  • January: $35,512.05
  • February: $24,371.13
  • March: $10,926.90
  • Total For Quarter: $70,810.08

Another thing to note is that we’ve signed up a client with a team of four agents to build out sites. The process is slightly different than our own, but training has been provided and the team is working away on building out the sites as I write this. (Please contact us for more information regarding team-based outsourcing)

Summary

We’re changing our business around quite a bit and we have some catching up to do if we want to break our 2012 totals, but I do think we have a shot!  We’re really looking to expand our brokered sites section, our products and services, and create a few more tools through 2013.

Business Data:

  • Employees: 32
  • Interns: 1
  • Contractors: 5 (3 programmers)
  • Site Visits: 51,500

Earnings:

  • AdSense: $6,231.21
  • Site Sales: $17,394.20
  • Products/Services: $5,830.00
  • Brokered Sites: $2,192.28
  • IntelliTheme: $1,482.72
  • Affiliate: $2,175.96
  • Outsourcing: $70,810.08

Monthly Totals:

  • January Total: $43,456.23
  • February Total: $27,963.56
  • March Total: $34,696.66

Total For Quarter: $106,116.45

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Discussion

Leave a comment
  1. Great stuff guys.

    $100k in Q1, so your goal for the year should be 1/2 a Milly Baby!

    • Justin Cooke says:

      Thanks, Damian!

      I dunno, man…I’d be pretty happy if we did 420-430K this year, honestly. If we can do that and lay the groundwork for late 2013 and 2014…next year will be outstanding! :-)

  2. Phil Lewis says:

    Brilliant results for Q1 Guys.

    With regards to content that would be lost if you didnt renew the domain; could you reuse it on more generic sites to create your own backlinking service? Paid or to help promote your own money sites?

    • Joe Magnotti says:

      Perhaps, but Google hates duplicate content. We might just be shooting ourselves in the foot. I am testing through some ways to save the sites using very basic link building techniques that do not cost much.

  3. Mohit says:

    You guys rock !!! What a detailed earning reported here, was really inspired too after reading this report. As mentioned by Damian its just a Q1 earning, wow !!!! Q2, Q3, Q4 is yet to come !!!!

  4. OMG, you’re joking, right… I just bought IntelliTheme 1.0 for the full price like 10 minutes ago!
    Is there some upgrade path?

  5. Adrijus G. says:

    Good stuff guys, congrats on 100k! ;)

    Maybe you could use your loser website content and combine them into bigger websites, maybe group them into broader niche site instead of nichy niche. Redirect traffic from small sites into the big one. That way content won’t be lost and you might actually end up building a huge website with a lot of authority eventually.

    Cheers

    • Justin Cooke says:

      Thanks for the recommendation!

      Combining the content into larger, industry sites is definitely something we’ve considered. It’s not something I want to spend a bunch of time on, but it’s probably something we could setup a process for and put an agent or two on, eh?

      • Adrijus G. says:

        Yeah definitely. They can then go out and find writers for the specific niche and work with them, turn it into SOP and have it as repeatable thing. Sounds like a plan for dominating niches, those sites would have email list, sponsorship opportunities, affiliate, JVs etc.. Starting such site from scratch would take years to develop but if you can combine some smaller ones, it would cut short the process.

        And those big sites would sell for even better multiple probably then AdSense sites. Think of them as a stable of magazines almost.. media empire! :)

  6. Don Shelton says:

    What an amazingly detailed report! On what to do with the unused content, as suggested, somehow putting in a larger site or sites and rely more on the on-page SEO than the EMD, possibly adding links to other related content on the bigger site (more than just the 4-5 posts that came from the original EMD site) and headline by creating a few new authority site level articles, one for each broader niche, with lots of links to the older content. So, say a new site with a topic of cars with a new high quality authority article (longer one, 1500+ words), stick all the older posts relating somehow to the topic on the site and link to them from the authority article. I’m still quite new at this (and thanks for all the help; “Building a Niche Site Empire” was where I started), but it seems clear Google will continue nudging us towards higher quality content. Perhaps older articles (Fiverr type stuff) can still serve a good purpose as support under authority level articles.

    • Justin Cooke says:

      Thanks, Don!

      I think that’s a pretty decent suggestion…we may try to put something together like this in the future!

  7. Damn fine start to the year, Gents.

    Congrats and keep up all the hard work – as you can see, clearly… it pays off.

    C

  8. Guys,
    This is a fantastic result. How do you guys achieve these results? I am really jealous! I have a niche site that has 60 articles but couldn’t monetize with adsense because I have been banned before (Google’s way of claiming click fraud) the site currently gets 100 views per day and on page 2 of google for its main keyword. But it ain’t bringing in money yet…sighs I am getting tired of the whole stuff.

    • Justin Cooke says:

      Ack…sorry to hear you were banned from AdSense.

      You’re going to want to look at other monetization methods instead of trying to hack your way into another AdSense account, most likely. You can take a look at Media.net and other providers, but you’re probably better off seeing if you can fit in some relevant products via Amazon.

      • Oluwaseun says:

        Thanks Justin. I have never sold anything from Amazon because of its low commissions. (may be I am wrong), But I just applied to infolinks and medianet as well. Though I am still waiting for approval from medianet.
        Thanks for your time.

  9. Rod says:

    Thanks for the post. You must have MASSIVE overhead with 32 employees though. How is your net profit going?

    • Justin Cooke says:

      Wow…now that you bring it up, 32 employees sounds awfully expensive! There’s no way our team would be that large in the US, heh.

      Costs are MUCH lower here in the Philippines. Additionally, we’re in Davao…which is around 40-50% cheaper than Manila when it comes to employee costs. Also, these employees are on payroll (full benefits, 13th month, etc.) which means we pay less than you might pay a VA from the Philippines if you’re in the US. VA’s generally make more…but their employment is a bit less stable.

      We’ve got a “medium-sized fish, small pond” thing going over here, for sure.

  10. Salomon says:

    how much cost patner with Mark Thompson??? i read that have a mark in your launch is very expensive

  11. Derek Smith says:

    Great post guys,

    So are you guys back to building the 5 page AdSense sites again or larger sites? If so, how many are you pumping out each month ?

    • Justin Cooke says:

      Hey Derek,

      We’re pumping out 100-120ish sites per month right now. (We’re buying that many domains at least…I think the guys are behind just a bit on site creation)

      Funny you mention it…I was going to send an email out soon to our guys. I want to do a test with 10 sites and 20 pages of content or so. I’d like to compare a random sample against our random sample of 5 pages sites to see if there’s value in it for us…will be interesting!

      • Derek Smith says:

        That’s great Justin, I am glad you are still pumping out sites. I think many of us, myself included, would not have found out about you guys if it wasn’t for the AdSense builders. You guys are truly one of the most honest and straightforward guys in this field. For newbies it is often hard to find guys like you among the thousands of people in it solely to “sell something” or “make money” off of free info.

  12. ilias diamantis says:

    Hi guys .

    Congratulation on your results .
    This summer I may help you with your revenue goals :) .

    Be healthy and smile !

  13. Guys,
    Congrats on a great month. I assume you have started a list already… why not create a special list for people to sign up for and send them your niche sites that you don’t plan on keeping? Put a price on each, or best offer, and see what it does for you. Seems like a waste to just let the sites go… but I have done my share of that as well.
    Adam

    • Justin Cooke says:

      Thanks for the interesting idea, Adam.

      Unfortunately, I just don’t think we could/should sell those sites. Even if people are willing to pay for them, I don’t think we would feel justified in charging for sites that aren’t even valuable enough for us to keep.

      With our Empire Starter Packs, we include lower-earning sites…but they’re still earning enough to model and get some amount of earnings. Sites that aren’t even earning their domain registration just aren’t worth it, IMO…I think it would be better to wrap them up into larger sites, if anything.

  14. Keith says:

    Nice 1st quarter! Would have loved to have seen the expenses that went along with this income… 32 employees and 5 contractors must take a heap of that income as well as other fees like hosting, etc…

    • Justin Cooke says:

      Thanks, Keith!

      They definitely take a nice little chunk out, for sure. As I mentioned in another comment…we’d be DEEP underwater if those employees were all in the US, UK, Australia, etc…luckily we’re here in the Philippines! :-)

      One of the contractors makes more per hour than Joe and I…luckily we don’t have to pull him in too often! :-)

      We don’t share employee salaries and breakdowns from customers for obvious reasons, but you can get a pretty good idea as to our costs on site creation from this post:
      http://empireflippers.com/adsense-flippers-monthly-expenses/

  15. Mike says:

    damn you guys are banking!

    • Justin Cooke says:

      Thanks, Mike!

      It is all pretty relative, though. Plenty of “real” businesses would say we’re awfully small…and they’d be right from their perspective.

      I just don’t think many companies share their information like this…definitely not smaller companies like ours.

  16. Dan Norris says:

    Great stuff guys I’m keen to hear more about the other side of your business which sounds like a big part revenue wise. It’s interesting to know your calculator brings in the most visits, I got good results when putting out a calculator too. Have you thought about making it available as a spreadsheet download to use as opt in bait? Maybe that’s one of the things we can test when we install the analytics – write a post on calculating niche profits and as the call to action have a downloadable Excel file as the opt in bribe. Anyway just thinking out loud, be in touch soon.

    • Joe Magnotti says:

      Hey Dan! It’s a little scary revealing everything here, but we thought it made sense since we are unifying the brands. Not sure about the calculator download, I think the guide is compelling enough opt in bait. However, that is Justin’s side of the house, so I will leave it up to him.

  17. Dan Norris says:

    Another thing, I’d love you to see top content in these reports so people can learn what content is working for you. Perhaps we can do this next month after the tracking kicks in.

  18. Iain says:

    Great job guys.

    The monthly reports really help to put things into perspective. I mean it shows people how much they can actually make from online business.

    Also, what happened to disqus? Was it not working properly?

    I was really curious about he products and how they were going to do when you released them. From what I see they seem to be doing very well. At least most of them.

    Keep up the great work gents

    • Joe Magnotti says:

      Thanks for stopping by Iain. Glad you liked the report.

      We stopped using Disqus because the migration from AdSenseFlippers.com went badly. Comments kept disappearing randomly and other bugs caused interaction with our readers to go way down. All this despite working directly with Disqus engineers for weeks on the issue. Even the experts could not fix it. Something to keep in mind when changing domain names.

      I made the executive decision toe switch back to WordPress. Yes, Disqus looks nicer and provides a bit more functionality, but pages load faster and comments don’t get dropped anymore. We might make a few more refinements to the look and feel going forward though.

      • Iain says:

        One thing I would suggest in terms of comments is implementing the ‘notify me of replies’ check box.

        I don’t know if that is feasible but it’s a little thing that is nice.

        Unfortunately, because it’s a little thing it is probably the furthest thing from your minds.

        • Justin Cooke says:

          Ack…good point, Iain.

          We REALLY wanted to stick with Disqus, actually…but we were having so many problems getting up up/running on the site that we went back to straight-up WP comments. I think we’re going to try to sort out Disqus again, but if that doesn’t work we’ll try to add a bit more here to the WP comments. :-(

  19. Rod Sharpin says:

    Love the report Justin, always very interesting and inspires me to to keep pressing on in the web world (I’m a vet in Australia, trying to become an internet master – haha ).
    Am I missing the part of the report covering costs? Obviously displaying income means nothing without this? ie. 100K income is great if costs are 50k, yet not so great if costs are 150k!
    I totally understand if you don’t wish to go into this, but I’m wondering if I’ve just missed this section.
    Keep it up – cheers

  20. kate says:

    How you do guys do seo for your site? Any black hat seo ?

    • Justin Cooke says:

      Hey Kate,

      We focus on making sure our on-site SEO is strong and (for the last year or so) haven’t done any off-site SEO. We’ve been a bit wary of creating links to the sites.

      Some of the sites don’t rank as well because of it, but we leave that as upside for our buyers. If they know some strong linkbuilding tactics and strategies to use, they get the benefit.

  21. good stuff guys, solid results and excellent summary.

    been reading some income reports online and wondering what your thoughts are on adding some color around the following attributes:

    1) time invested by each during the course of the month/week into your business

    2) expenses to run the business and thus a net profit number

    3) tasks you outsource vs tasks you do yourself (a one time summary can be carried forward from one income report to the next)

    I feel these attributes add more color and transparency to the report and makes it complete. it would give someone new to them a full flavor of the business – as I am certain that one of your goals with this blog is to inspire and encourage taking action.

    it seems like the outsourcing component of the business is the main driver. would love to hear more about what exactly you guys are doing in this capacity, how you started and plans going forward.

    loved reading the quarterly summary. please keep them coming. “Salamat sa inyo dalawa” – Mabuhay!

    • Justin says:

      Thanks for the comment, Sunil!

      To reply to your points:

      1) I do use RescueTime to track my hours, but this will vary widely and probably isn’t a full representation. It’s safe to say that we’re working “every waking moment” :-) We’re still growing our business and it’s very “active” and not passive income for us.

      2) This becomes a bit more difficult when we have employees and customers involved. We’re happy to share our costs/expenses related to niche sites, but a bit more guarded when it comes to sharing customer by customer, employee costs, etc.

      3) It’s interesting you bring this up. Even though we run an “outsourcing company” we sometimes forget to outsource our own tasks! We brought this up in our mastermind in February and have been working hard on this in recent months. I think we’ve done a fair job of stepping outside our business recently…more on this to come, for sure.

      Our outsourcing business has always been our “bread and butter”. It’s exciting (and a bit scary) to be combining it all together!

  22. Mark says:

    I’ve been following you for some time and you are doing a great job with the new services and products. You mentioned that you are working with an affiliate manager to launch your IntelliTheme. Can you explain what does affiliate manager do? What are his specific tasks that help make a product launch successful? Keep up the great work! :)

    • Joe Magnotti says:

      Justin is going to do a write upon the entire process. However an affilate manager manages the launch by finding valuable joint venture speciallist who have large lists and can really get the name out about our product. He also help determine discount pricing and one time offers that are critical to success. I am super excited about this launch which happens in less than 12 hours!

    • Justin Cooke says:

      It’s pretty fascinating stuff, Mark…a totally different world in IM than what we’re used to. I’ve been collecting notes, screenshots, etc. during the entire process and will lay it all out in a case study post in the next couple of weeks!

      • Jenny says:

        Hard to care what income was…. post your outgoings too then the numbers will actually mean something :)

        • Justin Cooke says:

          Thanks for visiting, Jenny. Maybe you could leave a more meaningful comment next time yourself? That would mean something to me…

  23. kate says:

    Hi
    sorry for my late comment but i just have to ask this question. I reacently read your ebook – building niche site empire and i wonder if everything what you wrote some time ago may be used with succes today ? I mean if yjis ebook is still giving tips or maybe some thing are chaned dramaticlly from the time you wrote this ?

    • Justin says:

      Hey Kate!

      Yes, we’re still following the process we’ve laid out in the guide. There are two changes to be aware of:

      1. Linkbuilding – We’ve cut out all linkbuilding to the sites. We’re testing through some new methods right now, but we haven’t found a winner yet to use across the board.

      2. Toned Down OnSite SEO – We don’t always target the secondary keywords with exact matches for the title, and we don’t only use exact match keywords for the anchor text with internal links.

      Other than that…everything else is the same!

  24. Great stats, it’s awesome to see how you’re leveraging your efforts.

    “having specific review pages for products that provide us a ton of value seems like a no-brainer”

    I’d love for an active awesome affiliate like you to join our affiliate program for Raven Tools, I can provide some extensive resources, quotes, video and screen-caps to make the review process easier too :)

    • Justin Cooke says:

      Thanks, Jeremy!

      I think we tested Raven Tools briefly, but didn’t stick past the free trial or something…but that was quite some time ago.

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Effective Date: April 1st, 2016

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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.