Justin Cooke

April 6, 2012

After several months of painstaking, backbreaking work (thanks, Intern!) and over 500 man-hours invested, we’ve finally finished our niche site guide titled, “Building A Niche Site Empire” and we’re ready to share it with you! As previously mentioned, this guide will be given away completely free and is a comprehensive step-by-step guide to both building and scaling our process with our types of niche AdSense sites.

We’ll be releasing the guide FIRST to attendees of our first (of many?) webinar that will be on Thursday, April 12th at 6:00pm PST. The guide will first be released to attendees, but the webinar and guide should be available about a week later for everyone else here on our site.

Also, you can check out the webinar replay where we go over the guide and keyword research by clicking here.

Click here to register for the webinar now! Registration is FULL for this event. If you missed it, we will be releasing a replay of the webinar and releasing the niche site guide about a week after the event, so do check back!

Update 4/7/12: Thanks to a great recommendation from Steve Wyman, we will be planning to have a follow-up Q&A session after the guide has been released and everyone’s had a chance to go through it.  We’ll have more details about that in the future. Thanks, Steve!

This will NOT be a pitch-fest or one of those webinars where you get a peek and have to pay for the really good stuff. Instead, we will be pulling back the kimono and showing you EXACTLY how it is we pick the keywords and niches we pick on a weekly basis, giving you an in-depth look at the guide, and answering as many of your detailed questions in a no-holds-barred session. The webinar will include:

  • 5 LongTailPro license giveaways as a Thank-You from us!
  • Killer keyword research strategies
  • How to read the first page of Google like Neo in the Matrix :-)
  • Sneak peak at the ultimate niche site guide from the guys who wrote it
  • No-holds-barred Q&A with Justin, Joe, and John The Intern

We’re really excited about holding our first webinar and are looking forward to speaking with you next week!

Here’s what you’ll get in our guide, “Building A Niche Site Empire”:

  • 70+ pages of no-BS, step-by-step content that took 500+ hours to put together!
  • 80+ minutes of video, walking you through each process
  • Keyword research examples and strategies
  • Basic steps for purchasing domains, setting up hosting, and installing WordPress
  • Site setup the AdSenseFlippers way
  • Content ordering, editing, QA, and upload
  • On-page SEO strategies that work
  • Detailed backlinking strategies
  • Download copies of the exact spreadsheets we use to run our business at scale
  • How to build your outsourced team the RIGHT way
  • How to scale the process through outsourcing and automation

At the end of the webinar, everyone in attendance will receive a copy of the guide so they can start digging through it and we’ll be available for further questions in the comments section here on the blog.

Unfortunately, registration and attendance are limited, so please only register if you’re available to attend! We’re going with AnyMeeting.com which limits attendance to only 200, so please make sure you register and login early!

Note: We looked at GoToWebinar as the industry leader, but with a price-tag of $499/month we thought AnyMeeting’s offer was significantly better. Plus…we love freemium models!

Questions or suggestions? We’d love to hear from you in the comments below!



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Discussion

Leave a comment
  1. Fromnichetorich says:

    I’m in…you guys are the model for building and selling

  2. Roger Manche says:

    Seat reserved!

  3. Steven says:

    Looking forward to it!

  4. Info says:

    Excellent. Can’t wait. You guys always over-deliver! Most appreciated.

    • JustinWCooke says:

      Sweet, Mike. Interested on your thoughts regarding how the guide turned out, how effective the webinar is, etc.

      Wish we had sites for sale right now…ugh…we’d do quite well I think!

  5. Derek Smith says:

    First time replying on here, been following your site religiously for about 6 months now. This webinar looks great. Started off with $14 a month in October and making about $190 a month now with your guys strategies…..hope to continue the trend up. You guys are great, Thanks for being so honest and kind with your sharing.

    • JustinWCooke says:

      First comment? Sweet, man…thanks for joining in!

      Up to $190/month, eh? Not too shabby…that’s a car payment! Ok…maybe not the BEST car but a great start, all the same! :-)

  6. SteveWyman says:

    Hi Guys

    A suggestion if i may.

    For the Q&A will you also do a post webinar Q&A follow up? Its something the guys at seobraintrust do and its very cool.

    So that we’ve had a chance to read the guide and ask anything that was not clear in the webinar or in the guide.

    The SEObraintrust team collate questions and then send a copy of the Q&A out to the webinar attendents,

    Or something along those lines.

    I get why you dont want to release it before hand or at the begining of the webinar.

    Ofcourse if you need proof reading? :-)

    regards

    • JustinWCooke says:

      Hey Steve!

      Love the idea…hadn’t considered it before. A follow-up Q&A sounds like a pretty smart move though. Let me talk to Joe and see if we can pull something like that off!

      Yeah, if we released it at the beginning everyone would be reading it, I think! hehe

  7. Awesome guys! Couldn’t have come at a better time for me. I’m just starting to scale and this will be great to help me really see the process! Thanks again for everything!

  8. KrisN says:

    Wow! Awesome offer guys! I can’t wait for the webinar. You always give amazing information. I’m really interested in the SEO side of things. I think I have everything else down, but lack with the SEO department.

    • JustinWCooke says:

      Hey there,

      Hoping this is helpful to you. We’re far from SEO guru’s, but have a pretty lite/limited model that seems to work with our sites. Happy to share!

  9. Kent Chow says:

    Looking forward to it specially your Guide. I need to do more outsourcing and scaling up the process. Love your Podcast about Freeium. Keep rocking!

    • JustinWCooke says:

      Nice, Kent!

      Glad you liked the podcast about “free”. It’s something we’re pretty passionate about, honestly. We’d like to come up with clever ways to monetize and use free to build our brand. It’s great, because it’s disruptive for those who charge, I think…especially if our content is as good or better than theirs…

  10. Tyler Herman says:

    That would cut into my gym time so I guess I’ll wait an extra week for the book. Looking forward to reading it over.

  11. Thanks very much for sharing this info guys! I m sure this is a killer guide! I bought the adsense guide from Zfactor but Im sure your stuff is better, regardless if its free or not. Thanks for sharing!

    • JustinWCooke says:

      I followed Xfactor’s threads in the WarriorForum when we were starting out…really helpful! I contacted the guy early on to let him know how much we appreciated his info, but never really connected, hehe.

  12. Adi says:

    Hi, I only got the email from you now and when I tried to register, it told me that the webinar is already full…
    Any chance that you’re going to have a recording for this webinar?

    Thanks.

    • Diego says:

      me too. just got the email and the webinar is full. it would be cool to keep the recording. cheers

    • JustinWCooke says:

      Hey Adi!

      We will be putting up a replay and the guide about a week after the webinar so that you can see it after the fact. Sorry we didn’t have more seats!

  13. Brian says:

    It’s been less than 1 day, and I try to register and it’s already full.. :( any way I can attend?

    • JustinWCooke says:

      Hey Brian,

      Really sorry about that. We were extremely limited on spots, unfortunately. We’ll be changing that for the next webinar…will allow up to 1,000 seats, most likely.

  14. Johan Woods says:

    Amazing, guys. Looking forward to this – glad I made the cut! Your strategy and method is solid. I’ll prepare some tough questions for ya.

    • JustinWCooke says:

      Thanks, Johan, we’ll see you there! Interested to hear what you’ve got cooking with Tim from FoolishAdventure…something good, I’m sure!

  15. Kimmi Buerman says:

    Ugh! I can’t believe I missed out on this webinar! I will be sure to check back for the replay, guide, and follow-up Q&A session!

  16. stevewyman says:

    Hi Guys,

    Glad you liked the followup idea.

    1 thing I’d like to focus in on knowing your strategy (I think) reasonably well. Is the cases where you reject an Keyword but its marginal. That gut feeling thing that makes the difference.

    I also now appreciate what your doing onpage a lot more than i once did :-( so that will be really interesting as well.

    Looking forward to it and readin John the interns hard work. It would also be neat to know more about John’s experience upto becoming the intern :-) maybe a guest blog post!

    regards

    • JustinWCooke says:

      Definitely great advice there, Steve…thanks!

      We definitely cover the “good” keywords, “bad” keywords, and those that are close but not quite there in the guide. In fact, keyword research is heavily focused.

      We’re much less confident on our linkbuilding in the guide with recent changes. We’ve put in what we’ve done in the past and what we’re currently doing, but I think in the guide we’re going to continually update it with links to the blog here where we talk about that.

      Great idea for a post from John on his experiences so far…will talk to him about it!

      • Cloudventuresgroup says:

        The thing Ive learnt ove rthe last few years and is really proven with your production process is that the Keyword Research is, in my IMHO, the most important part of the process.

        Sure content, on page and off page seo all matter. But for solid results the Keywod research makes all the difference between a good rate of success and none. Great foundation make for profitable sites.

        I watched a video from a london seminar the other day and the Guru speaker said “always use phrase match for keyword research” OMG :-(

        • JustinWCooke says:

          Totally agree there, Steve. Keyword research is…well…key! :-) Ultimately, I think you need to build out good sites and I think the requirement there will continue to head up and up, but starting with a good keyword is what separates those that are having success from those that are not.

  17. Tom Ewer says:

    Wow Justin – sounds incredible. Shame that (a) I missed registration and (b) the webinar is at 6pm PST (which is 2am my time!). Looking forward to hopefully getting a hold of all that information some time in the future…

    • JustinWCooke says:

      Hey Tom,

      Sorry we had to limit it to 200…it’s a limitation of AnyMeeting.com unfortunately. The next time around I think we’ll be using GoToWebinar which allows up to 1K seats.

      We’ll definitely have a replay with the guide available about a week after!

    • stevewyman says:

      Hey Tom

      2AM :-) its always the way here in the UK ! still its the optimum time for the USA and australlia far east .. I have clients on west coast and australia so often up then anyway

      The penalty for running ones business on the web :-) Still the freedom to work where and when you want makes up for it !

  18. Ralph Kooi says:

    Can’t wait to see the end results!
    I’m working on my own eBook on building an niche website and really looking forward to get this out there too. All my own experiences obviously.. nobody likes a copy cat :)

    Looking forward to the reply!

    • JustinWCooke says:

      Sounds great, Ralph! It’s a real pain trying to get it written, editing, getting it looking good, etc eh? Glad we’re finally wrapping this up!

  19. Stephen says:

    Hey Guys,

    Looking forward to the webinar should be awesome. I have had some success using your guidelines, but as a person doing it with the Google Keyword Tool, I would love to give LTP a spin! One question though. I registered as soon as the email hit my inbox and went through ok, but I never got a follow up email confirming. Should that arrive closer to the date?

    Thanks

    • JustinWCooke says:

      You should get a follow-up about a day out as a reminder. We’ll be doing the LTP giveaway during the webinar. :-) It’s DEFINITELY helpful when it comes to reviewing the first page of Google as to whether or not it’s a keyword we want to target. We’ll be covering this a bit in the webinar, for sure.

  20. […] study so I’ll say it again– it should not surprise us that the AdsenseFlippers have 100′s of people lining up to join them on webinars, 4000+ subscribers in just over a year, and 10′s of thousands of podcast downloads. If you […]

  21. malds says:

    Damn, I just found out about you guys on the foolish adventure podcost (trying to get through the whole thing from scratch). I would’ve loved to be part of the webinar. If only I found you guys sooner :).

    Will be following you guys and your podcosts from now on.

    • JustinWCooke says:

      Awesome! The Foolish Adventure Podcast is pretty sweet…we’ve picked up a couple of business ideas from listening in. Glad you like our stuff as well!

  22. […] Upcoming webinar, our new guide, and our LongTailPro Giveaway! […]

  23. Marko says:

    is the guide available? I can’t make it to the webinar, but I am curious to read it.

  24. John Fuller says:

    Why not just release the guide right after the webinar? I assume you made the decision to do it that way as sort of an incentive. Or maybe you feel that the guide isn’t as informative without the webinar. But, the incentive is a non issue now that the webinar is full and the best time to get started on these techniques is today! Release the guide after the webinar so we have something to do over the weekend. ;)

  25. Matthew says:

    If you have a few of the 200 not show up, can you make a quick post here for maybe some last minute attendees to fill their spots? Hopefully you’ll consider this, I’d love to get in if possible.

  26. […] by the AdSenseFlippers on Keyword Research for a Niche Site.  Check out a description of the guide here.   If you missed the Webinar you’ll have to wait until they release the […]

  27. glowinggal says:

    thank you so much for the GREAT webinar – no fluff – no upsales – just straight up info!!! :) Great job guys!

  28. […] first release of the guide was actually last week during our first public webinar and we’ve had an overwhelmingly positive response.  In addition to getting an early copy of […]

  29. Raul Picart says:

    Hi guys, I recently found you and I am engrossed. Thank you for providing this fantastic guide, some really valuable (and actionable) information. I had a quick question – let’s say that you nail it on the head with a site and it starts making money. On average how long do you wait before you sell it? I would imagine the steadiness of the income would be paramount therefore would it be 6 to 12 months before considering to sell it?

    Cheers and all the best guys!

  30. R. Anthony Solis says:

    Holy smokes – this is probably one of the best guides I’ve read. Having purchased quite a few of them, none come to the detail and real life experience you guys share. Thank you.

  31. the CTR theme isnt downloading property. Its says its missing the style.css. Can you help pls

  32. Hi Joseph- what i mean is i downloaded the manual “building a niche empire”. There was a download link for the theme “CTR”. How can I contact support? Thanks

  33. Victor says:

    Please can anyone help with this question! When you want to find the amount of google ads in any keyword and you are not based in the US do you need to change your IP so that you can see the ads for US based?
    Or should I just go with what the google keyword tool numbers give (when you hover the cursor over the competition value of low or medium or high). Or should I go with that which LTP gives?
    Please I need to be cleared on this matter.
    Thanks

    • Using the Google Keyword tool or LTP without changing your IP should work. Both these numbers are sever based, so just make sure to have your location set correctly.

      • Victor says:

        Thanks Joseph, Someone said located in another country does not give the result of ads for US when you search your keywords in google.com
        True to that some of the ads when I tried it are in Italian sites so I thought it may be true.
        Thanks again

  34. Melody Hill says:

    By far the most impressive ebook on the subject. Kudos. This is so extensive. You could easily sell this, as you said, for a lot of money. It’s so easy to read and understand. It’s really impressive… Thank you do much! And thanks for putting up with all my questions.

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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.