Last updated:  September 5, 2018

Welcome to the scoutalley.com website (the “Site”), which is owned and operated by Propertyroom.com, Inc.  (“Scout Alley”, “we”, or “us”).  These terms of use (the “Terms of Use”) set forth the legally binding terms and conditions for your use of the Site and any services provided through the Site as set forth below.  PLEASE READ THESE TERMS OF USE CAREFULLY.  BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF USE.

Your use of, and participation in, certain features and functionalities of the Site may be subject to additional terms (“Supplemental Terms”). For example, if you are a “Merchant”, or a business or shop owner seeking to list goods, auctions, or events on the Site, you must enter into a listing agreement with Scout Alley, which may be accepted by clickthrough agreement. If these Terms of Use are inconsistent with any such Supplemental Terms, the Supplemental Terms shall control with respect to the subject matter of the Supplemental Terms.  These Terms of Use and any Supplemental Terms are referred to herein as the “Terms”.
  
  1. Account.  In order to gain access to certain features or functionality of the Site, you may be required to set up an “Account” with us.  When you set up an Account as a “Scout”, or a shopper, you are required to provide us with your name, email address, zip code and a password. When you set up an Account as a Merchant, you are required to provide us with your name, email address, phone number, and a password, as well as the name, address (including city, state, and zip code), and hours for your business(collectively, the “Account Credentials”).  We reserve the right to reject your Account Credentials and deny you access to the Site at any time, for any reason, in our sole discretion. You may not transfer or share your Account Credentials with any third party, and you are solely responsible for maintaining the confidentiality of your Account Credentials.  You acknowledge and agree that we rely on Account Credentials to know whether users accessing the Site are authorized to do so.  If someone accesses our Site using Account Credentials that we have issued to you, we will rely on those Account Credentials and will assume that it is really you or your representative who is accessing the Site.  You are solely responsible for any and all use of your Account and all activities that occur under or in connection with your Account Credentials.  You agree to be responsible for any act or omission of any users that access the Site under your Account that, if undertaken by you, would be deemed a violation of these Terms of Use, and that such act or omission shall be deemed a violation of these Terms of Use by you. Please notify us immediately if you become aware that your Account is being used without authorization. You agree not to register for more than one Account, register for an Account on behalf of an individual other than yourself, or register for an Account on behalf of any group or entity other than your business, if you are a Merchant. Your Account Credentials will be treated in accordance with our Privacy Policy, which is located at https://help.scoutalley.com/support/solutions/articles/44001764464-privacy-policy.
     
  2. Technology.  You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Site (“Our Technology”) are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors.  Our Technology may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors.  You must abide by all copyright notices, information, or restrictions contained in or attached to any of Our Technology.  Nothing in these Terms of Use grants you any right to receive delivery of a copy of Our Technology or to obtain access to Our Technology except as generally and ordinarily permitted through the Site, according to these Terms of Use.  Furthermore, nothing in these Terms of Use will be deemed to grant, by implication, estoppel or otherwise, a license to Our Technology.  Certain of the names, logos, and other materials displayed on the Site constitute trademarks, tradenames, service marks or logos (“Marks”) of Scout Alley or other entities.  You are not authorized to use any such Marks.  Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.  Any use of third party software provided in connection with the Site will be governed by such third parties’ licenses and not by these Terms of Use.
     
  3. Content.  You acknowledge that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Site, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the party from whom such Content originated. This means that you, and not Scout Alley, are entirely responsible for all Content that you upload, post, or otherwise make available (“Make Available”) through the Site, including any listing for goods, auctions, or events that you post (“Your Content”), and other users of the Site, and not Scout Alley, are similarly responsible for all Content they Make Available through the Site (“User Content”).  By submitting Your Content, which shall include either your Haggle Channel™ alias or business name, to any “public area” of the Site, you grant Scout Alley a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and communicate to the public, Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including moral rights, that may exist in Your Content. You also warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. If you post a listing for any goods, auctions, or events through our Site, you represent and warrant that such listing, including all Content thereon, are accurate and not misleading, and that you have the right and authority to post such listing and sell the goods identified therein. You agree that you, not Scout Alley, are responsible for all of Your Content that you Make Available on or in the Site, whether publicly posted or privately transmitted.
     
  4. DMCA Copyright Policy.  Scout Alley has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act. The address of the Designated Agent to Receive Notification of Claimed Infringement (“Designated Agent”) is listed at the end of this policy.

    Policy for Reporting Copyright Infringement:
     
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
    2. Identification of works or materials being infringed;
    3. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Scout Alley is capable of finding and verifying its existence;
    4. Contact information about the notifier including address, telephone number and, if available, e-mail address; 
    5. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
    6. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

      Please contact the Designated Agent to Receive Notification of Claimed Infringement for Scout Alley at copyright@scoutalley.com or at Scout Alley, 5257 Buckeystown Pike, Suite 475, Frederick, MD, 21704, Attention: Copyright Manager.
       
  5. Modification and Termination.  You agree that we, in our sole discretion, may immediately suspend or terminate your access to the Site or any part of the Scout Alley Content at any time, for any reason, in our sole discretion.  We also reserve the right, at any time, to modify the Scout Alley Content or to modify, suspend, or discontinue the Site, or any part thereof, with or without notice.  You agree that we will not be liable to you or to any third party for any modification of the Scout Alley Content or modification, suspension, or discontinuance of the Site.
     
  6. Feedback.  We will treat any feedback or suggestions you provide to us as non-confidential and non-proprietary.  In the absence of a written agreement with us to the contrary, you agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
     
  7. Third Party Links.  The Site may contain links to other web sites operated by third parties.  Such third party web sites are not under our control, and we are not responsible for the content of any third party web site or any link contained in a third party web site.  We provide these links only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to third party web sites.
     
  8. Warranty Disclaimer.  WE ARE PROVIDING THE SITE AND THE SITE CONTENT ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK.  WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, NON-INTERFERENCE, AND SYSTEM INTEGRATION.  WE DO NOT WARRANT THAT YOUR USE OF THE SITE OR ANY RELATED SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE.  WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE SITE CONTENT. INFORMATION AT THE SITE MAY NOT BE CURRENT AT THE MOMENT YOU VISIT THE SITE AND MAY CONTAIN ERRORS.
     
  9. Limitation of Liability.  IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR THE SITE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY.  OUR TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE, THE SITE, OR THE SITE CONTENT,        INCLUDING ANY LISTING, AUCTION, OR EVENT FOUND ON OR THROUGH THE SITE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED FIVE DOLLARS ($5.00).
     
  10. Indemnification.  YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT OUR OPTION, DEFEND US  (INCLUDING OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY INFORMATION PROVIDERS) FROM AND AGAINST ALL DAMAGES, LIABILITIES, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, RESULTING FROM YOUR CONTENT (INCLUDING ANY ALLEGATION THAT YOUR CONTENT INFRINGES A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS) AND/OR ANY VIOLATION OF THESE TERMS OF USE.
     
  11. Amendment.  We may change these Terms of Use from time to time.  Any such changes will become effective when posted on the Site.  If you object to any such changes, your sole recourse will be to cease using the Site.  Continued use of the Site following posting of any such changes will indicate your acknowledgement of such changes and your agreement to be bound by the revised Terms of Use, inclusive of such changes.
     
  12. General Provisions. You are responsible for compliance with all applicable laws.  The Terms of Use and the relationship between you and us will be governed by the laws of the State of Maryland, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state.  Any legal action, suit or proceeding arising out of or relating to the Terms of Use, or your use of the Site must be instituted exclusively in the federal or state courts located in Frederick County, Maryland, and in no other jurisdiction.  You further consent to exclusive personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court.  These Terms of Use are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms of Use to anyone else and any attempted assignment or delegation is void.  You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.  The paragraph headings in these Terms of Use, shown in boldface type, are included only to help make these Terms of Use easier to read and have no binding effect.  Any delay or failure by us to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision.  No waiver by us will have effect unless such waiver is set forth in writing, signed by us; nor will any such waiver of any breach or default constitute a waiver of any subsequent breach or default. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision of the Terms of Use will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Terms of Use will continue in full force and effect. These Terms of Use along with the agreements referenced in these Terms of Use constitute the entire agreement between you and us with regard to the matters described above.
  13. Communications. The communications between you and us relating to the Site use electronic means.  For contractual purposes, you (a) consent to receive communications from us in an electronic form, whether via email or posting on the Site or other reasonable means; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a writing. If you have any questions about the foregoing, please contact us at the following e-mail address: ShopSupport@ScoutAlley.com.