WEBSITE PURCHASE AGREEMENT

WEBSITE PURCHASE AGREEMENT

This Website Purchase Agreement (the “Agreement “) is made effective on this 6th day of January, 2021 by and between Rahul Raj of Vazhavelil House, Mannam P.O, North Paravur, Ernakulum -683520, Kerala India (the “Seller “) and Flipridge Inc of ________________________ (the “Buyer”).

  • WEBSITE PURCHASE

Subject to the terms and conditions contained in this Agreement the Seller hereby sells and transfers to the Buyer any and all of Seller’s rights, title and interest in and to the Website and Internet Domain Name, Usajobindex.com and all of its respective contents (the “Website “), and any other rights associated with the Website , including, without limitation , any intellectual property rights , all related domains , logos , customer lists and agreements , email lists, passwords , usernames and trade names; and all of the related social media accounts including but not limited to, Instagram , Twitter , Facebook , Instagram, and Pinterest.

  • PAYMENT TERMS

In consideration for the sale of the Website as defined in paragraph 1 above, the Buyer agrees to pay the Seller the amount of $ 9600 upon delivery of the Site.

  • DELIVERY OF THE SITE AND ASSETS

Seller shall deliver the Site and Assets to Buyer on or before 18th day of December 2020 and in the following manner:

(Check all that apply)

  • On a DVD
  • Via FTP access (Seller to provide Buyer with host, username and password).
  • Other 
  • INSPECTION OF SITE AND ASSETS

At the time of delivery, Buyer has the right to inspect the Site and Assets, Buyer must give notice to Seller of any defects, damage or other problems with the Site. If Buyer does not notify Seller within 48 hours after delivery of the Site and Assets, Buyer shall conclusively be presumed to have inspected and accepted them. 

  • SELLER’S OBLIGATIONS

Seller agrees to facilitate and expedite transfer of the Website and all of its respective contents as defined above at closing. 

  • SELLER’S REPRESENTATIONS AND WARRANTIES 
  1. The Seller has all necessary right, power and authorization to sign and perform all the obligations under this Agreement.
  2. The Seller has the exclusive ownership of the Website and there are no current disputes or threat of disputes with any third party over the proprietary rights to the Website or any of the Website’s content.
  3. The Seller warrants that the business of Usajobindex.com is stable and no material loss of revenue or traffic is expected.
  4. The execution and performance of this Agreement by the Seller will not constitute or result in a violation of any material agreement to which the Seller is a party.
  • BUYER’S REPRESENTATIONS AND WARRANTIES
  1. The Buyer has full legal authority to enter into and exercise its obligations under this Agreement.
  2. This Agreement has been duly executed by the Buyer and constitutes a legal and binding obligation enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy and insolvency, by other laws affecting the rights of creditors generally, and by equitable remedies granted by a court of competent jurisdiction.
  3. The Buyer has no knowledge that any representation or warranty given by the Seller in this Agreement is false. 
  • INDEMNITY

The Seller shall indemnify and hold harmless the Buyer against all damages, losses or liabilities, which may arise with respect to the Website, its use, operation or content, to the extent such damage, loss or liability was caused by the wrongful conduct of Seller prior to the effective date of this Agreement.  Such duty to indemnify on the part of the Seller shall terminate as of January 6, 2021. 

  • ADDITIONAL DOCUMENTS

Seller agrees to cooperate with Purchaser and take any and all actions necessary to transfer and perfect the ownership of the Website Registration and Hosting from Seller to Buyer, including providing all necessary passwords and usernames on the closing date and thereafter. Seller understands that Buyer is a public company and falls under SEC guidelines and requirements and may need historic accounting and financial records. Should Buyer require accounting and financial records for audit purposes from Seller at a future time, Seller agrees to facilitate and deliver to Buyer, upon written request any and all necessary historical financial records without limitation.

  • NON COMPETE

Seller agrees not to compete with USA JOB INDEX, LLC with any website similar to Usajobindex.com for a period of _________   years.

  • NOTICE

All notices required or permitted under this Agreement shall be deemed delivered when delivered in person or by certified mail, return receipt requested, with copy sent via  e­ mail, postage prepaid, addressed to the appropriate party at the address shown for  that party at the beginning of this Agreement. The parties hereto may change their addresses by giving written notice of the change in the manner described in this paragraph. Any party hereto may acknowledge receipt of a document or other information by email and expressly waive their right to notice of that document or other information by mail in said email communication.

  • ENTIRE AGREEMENT AND MODIFICATION

This Agreement constitutes the entire agreement between the parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by both parties. This Agreement replaces any and all prior agreements between the parties.

  • INVALIDITY OR SEVERABILITY

If there is any conflict between any provision of this Agreement and any law, regulation or decree affecting this Agreement, the provision of this Agreement so affected shall be regarded as null and void and shall, where practicable, be curtailed and limited to the extent necessary to bring it within the requirements of such law, regulation or decree but otherwise it shall not render null and void other provisions of this Agreement.

  • GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California

IN WITNESS WHEREOF, the Parties have executed this agreement as follows:

Buyer Signature: ___________________

Seller Signature: ____________________

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