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CREDIT ON FILE – TERMS OF USE AGREEMENT

Welcome to Empire Flippers. We take the friction out of buying and selling websites.

Effective Date: February 15th, 2019

This is our Credit on File – Terms of Use Agreement (“Agreement”) and it contains important provisions regarding your use of this website, including provisions regarding your payment of money to Empire Flippers for future use related to Empire Flippers’ services. You should review this Agreement carefully before transferring any money to 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 and other online businesses (“Services”), which are provided subject to the terms of this Agreement. You are referred to as “You” or “Your.” Collectively, You 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. Credit on File. You are transferring money to Broker so that the money may be used in connection with Broker’s Services at some point in the future (“Credit on File”). Broker will hold the Credit on File in an account in which your funds may or may not be comingled with other funds.
  2. Refund of Credit on File. You may request a return of your Credit on File at anytime and Broker will take commercially reasonable efforts to return your Credit on File, without any charges or expenses to You. To request a return of Your Credit on File, you must make the request in writing to support@empireflippers.com.
  3. No Interest. You agree and understand You are not entitled to any interest on Your Credit on File and no such interest will be paid to you.
  4. Your Warranties. You warrant that:
    1. 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 are of sound mind, have the capacity to contract, and agree to the terms and conditions contained within this Agreement. If You are consenting to this Agreement 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 or 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.
    2. There are no bankruptcy or reorganization proceedings currently filed against You or a related third party or business entity that would impede Your ability to complete this Agreement;
    3. None of Your actions in executing this Agreement will violate or have violated any laws or agreements;
  5. Wire Fees and Other Expenses. Broker does not charge You any wire or transfer fees, however, certain fees and expenses may be charged by Your financial institution and are solely your responsibility. All Credit on File will be held in United States Dollars. Any transfers of Credit on File may be subject to exchange rates as determined by third party processors, including banks and credit card companies. Broker is not responsible for any exchange rates, setting exchange rates, fluctuations in exchange rates, or Your claimed discrepancy with exchange rates.
  6. Notices. All notices required under this Agreement shall be made to Broker at support@empireflippers.com.
  7. 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) your purchase of any Asset; (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.
  8. Limitation of Liability.
    YOU AGREE THAT THE SERVICES ON THIS WEBSITE 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 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.
  9. Choice of Laws and Venue. You 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 state or federal courts located in Kalamazoo County, Michigan 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. This Agreement is deemed to have been negotiated, executed, and performed exclusively within Kalamazoo County, Michigan.
  10. Liquidated Damages. You acknowledges that a violation of this Agreement would cause Broker irreparable harm, the precise amount of which may be extremely difficult or impracticable to determine. Accordingly, in the event that Broker must file an action to enforce the restrictions imposed by this Agreement, it shall be entitled to the entry of an injunction without the necessity of having to post a bond, which injunction shall remain in place pending completion of any action commenced. Additionally, Broker shall be entitled to $25,000 in liquidated damages against the breaching party plus the costs and attorneys fees in association with the breach.
  11. Termination. Broker reserves the right to terminate this Agreement at any point for any reason or no reason at all. If Broker terminates this Agreement, Broker will return the Credit on File to You.
  12. 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.
  13. 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.
  14. 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.
  15. Effective Date. The Effective Date of this Agreement is the date You consent to the same.