Justin Cooke

January 23, 2013

“What would we do if you were hit by a bus?” (Or in our case….living in the Philippines…a Jeepney!) This is a question Joe and I ask often from both ourselves and the key personnel in our business. We say it jokingly, but it’s become the lexicon in our business that refers to the fact that we must not be the gatekeepers of information. We have to consistently pass on the keys to others as we continue to grow.

The difference between a profitable freelancer and a profitable business is the success with which you are able to transfer skills, automate processes, and effectively remove yourself from the machine. This isn’t as easy as it sounds…many successful freelancers we know spend a ton of wasted time, effort, and energy trying to make this transition and might have been better off where they were.

There are no guarantees here, but your best chance for success will be to create a set of rules or procedures that can be organized and followed by others within your organization that will cut the cord between the IP in your head and your team.

How is this done? Creating Standard Operating Procedures (SOPs) empowers your team with the knowledge, process, and guidelines to continue on with what you’ve built so far and allowing you to continue to expand your empire. In this post, we’ll cover how to get this implemented in your business from start to finish with the following steps:

Before we get into the details of how we use SOPs in our business, I wanted to give you a few warnings. We’ve had quite a few discussions recently with friends and peers regarding SOPs and thought I should point out a few cases where this will and will not work:

“Established Process”

If you haven’t worked out many of the details and don’t have a track record of success, you should NOT be worrying about SOPs. They can be helpful for an established, growing business, but are often HARMFUL in the early stages. You can end up handcuffing yourself at a point where your business needs to be extremely nimble. If your business is still in a rapid state of flux, I would recommend waiting until things have settled down.

“Team Blowback”

Some employees (and even partners) believe they work better in a slightly chaotic, ever-changing environment. Creating SOPs will change the dynamics in your company culture and you may come across some resistance. The best way to work through this is to make sure those team members have buy-in and are empowered in the process…more on this later.

“No Quick Fix”

In fact, you’re likely to spend quite a bit of productive time in setting this up and you might feel that time could have been better spent. You have to commit to your SOPs for the long haul…if you’re not ready to do that, Stop. Now. The work is front-loaded and the value is in the long-haul here.

Breaking Down The Process

Ok, so I’ll assume that you already have a working process (either in your head or somewhat documented) that you’re working with. The important things to consider here are:

  1. Linear Vs. Parallel – Which pieces require a previous step to be completed? (Step A and THEN Step B) Which can be done independently and/or in parallel with other steps?
  2. Group By Skillset – Someone that’s particularly capable when it comes to coding may not be the most prolific content writer you have. Even if you have team members that have cross-skills you can utilize now, remember the “What if he/she got hit by a bus” question. Grouping by skillsets will be better for your process in the long run.

Let’s use podcast publishing as an example. I’ll need to have my podcast edited BEFORE I have it transcribed…it’s a required step. Let’s say I’m also looking to have unique cartoon images created for each podcast. That will be a separate, parallel step created in the SOP.

Even if the same guy/gal that creates the image is the person uploading the content to my blog today, I’ll want to break those steps out because I know they’re different skillsets and that may change in the future. If any of the steps require decisions to be made based on a feelings or something much more subjective, I would consider “subjecting decision making” to be a skillset on its own and break that off as its own step accordingly.

Visual Mapping

Once you have those processes broken down it’s usually a good idea to visualize them as well. I like to use a whiteboard in my office:

Podcast Standard Operating Procedures

But you can also use a virtual service like Bubbl.us:

Bubbl Podcast Visual

Don’t worry that this is still fairly basic or high-level…we’ll be getting into the details later. The goal here is simply to make sure that you understand the pieces involved and to make sure you haven’t missed anything. This is pretty straightforward in the example I’m showing you, but I’ve done this for much more complicated projects filling 20+ whiteboards, hundreds of steps, etc.

Tier 1 SOPs – 30K Foot View

Now that you’ve broken down the entire process and have the relationships straight, you’re going to want to document the higher-level steps required to fully complete the project. This Tier 1 SOP will include:

  • Overview – A few sentences outlining the overall scope of the project.
  • Goal – A brief description regarding the end-goal of the project and result.
  • Access Required – A breakdown regarding the various levels of access to systems, passwords, etc. that are required to complete this task, start to finish. (Note: We use LastPass to manage access, but we have included login/password information in these documents in the past. Go with the security measures you’re most comfortable with.)
  • Responsibility – The person held responsible for keeping this SOP up to date.
  • Date Edited/Editor – Last date edited and the name of the agent or team member that last made the edit.
  • Project Steps – Usually just a few words, up to a sentence or two. Don’t worry, you can go into much more detail on the Tier 2 SOPs.
  • Frequently Asked Questions (FAQ) – Use this to answer any questions that come up from the team using this SOP. If there’s a major issue, you can adjust the project steps as necessary.

SOP Podcasts Tier 1

If you already have a team that’s been working on this project, this is a great step to involve your Team Lead, Supervisor, etc. You can use your Visual Map as a guideline and your Team Lead can help you double-check the overall process.

Tier 2 SOPs – Documenting The Details

Once you have the Tier 1 SOP completed, you’re going to want to break this down each step even further in your Tier 2 SOPs. This is your opportunity to be as detailed as you like. I would suggest going into enough detail so that you could hand this over to someone that knows the basics and they could muddle through it.

Our Tier 2 SOPs include the same sections we’ve covered above for the Tier 1 SOPs, so I won’t mention them again here…I’ll just mention that the Project Steps will typically go into much more detail and can include sentences or even paragraphs, where required.

At this point, Joe and I will typically leave it up to our Team Leads to work with their teams on documenting the Tier 2 processes, assigning responsibility, adding the FAQ’s, etc. We’ll likely look it over when it’s completed, but we’ve worked with them enough on this and trust that they’ll be able to complete it without us. In fact, because they’re often more involved with the details than we are, they’re significantly better at this level of documentation because they know the process intimately.

If this is your first time going through this with your team, you’re going to want to remain involved and see this all the way through. We’ve written about the skill transfer process in-depth and we also have a podcast episode dedicated to the subject on our other blog and I’d definitely recommend checking those links out. Keep in mind that you’re going to be transferring two skills to your Team Lead or Supervisor here:

  1. The skill or ability to perform each Tier 2 process from start to finish
  2. The skill or ability to work with his/her team in creating the Tier 2 documentation

We’ll use our skill transfer process to ensure the Team Lead competently understands each Tier 2 document and then we’ll bring the rest of his/her team together to show the Team Lead how to involve the rest of the crew in Tier 2 documentation.

Quality Assurance

Once all the documentation has been completed, you’re going to want to review everything one last time to see if there’s anything critical that’s been missed. Once the process has been established and run for a while, you can also implement spot-checks that the Team Lead can perform to ensure the process continues to run smoothly.

Additionally, you’re going to want to schedule regular reviews of the process to implement changes, correct documentation, etc. Depending on the importance and flexibility of the process, you can set monthly or quarterly review schedules for the person responsible for the SOPs. You can and should include quarterly, semi-annual, or annual reviews yourself to ensure everything is up-to-date.

Additional Resources

There are a few mind-numbing resources for writing and implementing SOPs from the EPA and from the State of Maine, but they are overly-complicated, technical, and designed for much larger organizations. Here are our recommendations “for the rest of us”!

  • SOPs And Procedures For Startups – This is a podcast episode from our friends at the LBP where they delve into the “why” regarding SOPs for small businesses, startups, and entrepreneurs.  Definitely worth listening to.
  • How To Write SOPs – This article from BizManualz.com is fairly straight-forward and should give you a few tips when planning out your SOP procedure.
  • 5 Mistakes Made With SOPs – A helpful article from DigiCast on things to avoid and ways to improve regarding SOPs.

I hope you find this helpful as you continue to grow and build your business.  Have anything to add?  Do let us know in the comments below!



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Discussion

Leave a comment
  1. Stacey says:

    Hey guys, this is something I am creating and implementing now. I realized how much time, creative energy and enthusiasm for certain projects was lost last year as a direct result of not having these. I have a question; ” What is a good way of getting old/existing clients educated about the new sop’s and swiftly acclimatized to the new way of working without ruffling to many well-paying feathers?”.

    I have found that quite often business relationships can become tricky because you didn’t manage them well in the beginning, yet starting to put processes, procedures and rules in place mid-flow can confuse and annoy customers. I’d appreciate your insights on this!

  2. Justin Cooke says:

    Hey Stacey,

    Our SOPs are behind-the-scenes and created as internal documents and so acclimating clients to the new process isn’t a problem…it’s baked into the tasks we do for them. If requests to change or new processes are implemented on the client side, we simply add to the standing SOPs we have.

    I’d be careful in pushing SOP creation onto the client if you don’t have to…there’s no need to add friction here and you’ll want this to be as painless and efficient for the client as possible. If setting this up WITH the client is now part of your service or your value-add and you’re looking to implement with previous customers, I would position it as just that…additional value you’re providing them to streamline the process, their work, etc.

    Use a testimonial from a client that you have on track, give them a case study where you saved a client time/money/energy, etc. Handle all of the “work” on your end…make the process fun and the decisions quick and easily made on their end and they’ll appreciate it.

  3. Pilks says:

    Hey Justin, great overview. I’d like to hear more about how you use lastpass to manage access. I’ve always been nervous about agents access levels both to documents and web services. Dropbox and gDrive go some way to protecting from loss of documents (just make sure you share the folder to them and not the other way around!) however logins to web services and accounts is something I’ve not found an ideal solution for. Logins for WordPress and cPanel are also a cause for concern.

    • Justin Cooke says:

      Hey Pilks,

      It’s really a trade-off between automation and security and we recommend pushing as far towards automation as you feel comfortable with, especially as you start to scale and grow your business. There comes a time where you really have to let go of the reigns to get over the hump…even if it presents a security risk.

      When you’re first starting off we typically don’t worry much about security at all. Once we’ve found we’ve got something that looks like a winner, we’ll tighten up a bit to present major disruptions only.

      LastPass allows you to share the password without actually giving it to the person…and you can revoke that access at any point…pretty sweet deal, there.

  4. Jason Ansley says:

    Solid, well thought out and structured post!

    Jason Ansley
    http://www.ansleyRDgroup.com
    Online Business Management & Consulting Firm

  5. Justin – Very interesting topic. I agree that if you are in early stages of building your business, you shouldn’t be worrying about SOP. But considering SOP can help you structure your regular tasks to eventually be delegated once your business starts to grow.

    I also like the distinction you made between the profitable freelancer and the profitable business. The idea is to gradually replace yourself in the business through delegation.

  6. […] Standard Operating Procedures (SOP’s): Sweet Process – We’d previously used Google Docs, but found it more cumbersome to make changes and keep up-to-date. SP’s object-based steps and easy-to-use images/video made this a team favorite. You can find a bit more about how we use SOP’s in our business here. […]

  7. […] to purchase and expanding sites post-purchase. There isn’t a success blueprint or scalable Standard Operating Proceedure (SOP) you can […]

  8. […] processes, I’d definitely recommend checking out our post on the Empire Flippers blog about Standard Operating Procedures (SOPs). Soon enough, you’ll be on your way to building a systematized businesses that runs without you […]

  9. […] SOP Writing Tips via Penn State, Cornell, and Empire Flippers […]

  10. […] those Standard Operating Procedures (SOPs) in place will allow you to maximize the effort from your team and better prepare your organization […]

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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.