Last updated: September 5, 2018

 BY CHECKING THE “I ACCEPT” BOX AND/OR CREATING A LISTING, AUCTION, OR EVENT ON THE SCOUT ALLEY SERVICE, WHICH IS OWNED AND OPERATED BY PROPERTYROOM.COM, INC. (“SCOUT ALLEY” OR “WE”), THE INDIVIDUAL CREATING THE LISTING, AUCTION, OR EVENT USING THE SCOUT ALLEY SERVICE (“YOU”) AGREES TO BE BOUND BY, AND BECOMES A PARTY TO, THIS LISTING AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST NOT CREATE A LISTING, AUCTION, OR EVENT ON THE SCOUT ALLEY SERVICE. You and Scout Alley may be referred to individually as a “Party” and collectively as the “Parties”.
 
In addition to the terms of this Agreement, you may also be required to become a party to other contract terms, including (i) the Scout Alley Terms of Use in order to use the listing service made available through the Scout Alley services (sometimes referred to as the “Listing Service”), and (ii) certain other agreements that may be presented to you with respect to other elements of the Scout Alley service or related opportunities, including those where you may click “accept” or “agree” to become a party thereto (each of which are a “Separate Agreement”). If there is any conflict between the terms of a Separate Agreement and this Agreement, then this Agreement will control with respect to the Listing Service, and the terms of the Separate Agreement will take precedence with respect to the subject matter of such Separate Agreement.
 
You may wish to save a copy of this Agreement for your records. It is your responsibility to regularly check this Agreement for updates and changes, which will be legally binding upon you when we post them (superseding any prior rights and obligations that may apply), whether or not we provide you any other notice of such changes. The currently applicable Agreement will be posted at https://help.scoutalley.com/support/solutions/articles/48000851588-listing-agreement and we will indicate the date of each update at the end of the Agreement. Your continued use of the Listing Service after any update to this Agreement will be deemed to confirm your consent to be bound by, and agreement with, the terms of the new Agreement. If you disagree with the terms of any new Agreement, you will need to cease use of the Listing Service.
You understand and agree that Scout Alley may, in its sole and absolute discretion, permit or deny you listing access to the Listing Service. Further, you understand and agree that Scout Alley reserves the right to deny you, at any time, listing access to the Listing Service for any reason or for no reason.
  
2.Your Product and Listing
Upon Scout Alley’s acceptance of you as an authorized lister of merchandise on the Listing Service, You may offer merchandise (“Product”) for sale on the Listing Service, under the terms and conditions of this Agreement, by creating a seller listing using the online tools available through the Listing Service (a “Listing”).

Scout Alley shall have the sole and absolute discretion to disapprove any and all Products offered at any time by you or to disapprove any and all Listings prepared by you, and reserves the right to limit the number of merchandise Listings on the Listing Service. Notwithstanding the foregoing, nothing herein shall require Scout Alley to screen Products or Listings offered by You at any time and the failure by Scout Alley to disapprove any Product or Listing shall in no event be considered an endorsement or approval of such Product or Listing by Scout Alley. You are solely responsible for the content of each Listing and the nature of each Product offered by you through the Listing Service.
  
3.Your Product Inventory
You shall only list Product inventory currently in stock at your location and ready for sale or shipment. Under no circumstances shall out of stock, back-ordered, next available or not currently in-stock Product be identified in any Listing. Under no circumstances shall you employ or otherwise subcontract any third-party drop-ship vendor in connection with the performance of your obligations hereunder without the express written consent of the Scout Alley.
  
4.Your Product Pricing
Scout Alley does not guarantee a minimum price on any Products made available through any Listing, and you hereby acknowledge that below-cost sales can and do occur with respect to products listed on the Listing Service. Scout Alley retains the right, in its sole discretion, to remove any Listing from the Listing Service, whether as a result of your failure to comply with any of the terms of this Agreement or for any other reason or for no reason. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN ALL CIRCUMSTANCES, SCOUT ALLEY SHALL POSSESS ABSOLUTE AND COMPLETE DISCRETION TO TAKE WHAT EVER ACTION DEEMED APPROPRIATE WITH RESPECT TO YOU OR ITS PRODUCTS, LISTINGS OR TRANSACTIONS.
  
5.Your Event and Listing
Upon Scout Alley’s acceptance of you as an authorized lister of events on the Listing Service, You may offer event details (“Event”) to access on the Listing Service, under the terms and conditions of this Agreement, by creating a seller listing using the online tools available through the Listing Service (a “Listing”).
 
Scout Alley shall have the sole and absolute discretion to disapprove any and all Events offered at any time by you or to disapprove any and all Events prepared by you, and reserves the right to limit the number of event Listings on the Listing Service. Notwithstanding the foregoing, nothing herein shall require Scout Alley to screen Events or Listings offered by You at any time and the failure by Scout Alley to disapprove any Event or Listing shall in no event be considered an endorsement or approval of such Event or Listing by Scout Alley. You are solely responsible for the content of each Listing and the nature of each Event offered by you through the Listing Service.

 You understand and agree that there will be no refunds given for canceled events, even in the case of unforeseen circumstances including, but not limited to, weather, location cancellations, etc.
 
6.Permitted Categories and Subcategories
You may only list Products in Listing Service categories and subcategories, and in quantities, authorized by Scout Alley. Scout Alley may revise, from time to time, permitted categories, subcategories and quantities.
  
7.Other Sellers and Category Exclusivity
You understand and agree Scout Alley may, in its sole and absolute discretion, accept or deny other applicants (“Other Sellers”) the right to gain listing access to the Listing Service. You further understand that while Scout Alley may manage the Listing Service such that, in practice, you list in categories or subcategories exclusive of Other Sellers, such practice does not imply a contractual commitment by Scout Alley to grant you category or subcategory exclusivity.
  
8.Listing Performance Standards
Scout Alley may (but is under no obligation to) monitor and measure your listing, auction, or event activity on the Listing Service, qualitatively and quantitatively assessing your performance vis-à-vis prevailing performance standards (“Prevailing Standards”), which may be published and updated, from time to time by Scout Alley. Prevailing Standards include various criteria, including, but not limited to:
 
  1. Customer service to shoppers and to Scout Alley;
  2. Selling methods;
  3. Sales;
  4. quality of listings, auctions, or events; and
  5. how recently the listings, auctions, or events were posted and/or updated.
 
You understand Scout Alley will consider your performance against Prevailing Standards to determine your right to access Listing Service. Further, you agree Scout Alley can and may hold you to different standards for any reason and in Scout Alley’s sole discretion.
  
9.Retail and Value Quoting
You understand and agree not to identify within a Product Listing or on a website hyperlinked from or otherwise identified in a Product Listing, retail prices, manufacturer’s suggested retail prices (aka “MSRPs”), comparative prices or other Product value-related data (“Value Data”) without prior written consent of Scout Alley. Scout Alley may, at its sole discretion and on a select individual basis, create guidelines determining if and how you may display Value Data within a Product Listing and what, if any, supporting documentation you must provide.
  
10.Listing Service Integrity for Shoppers
You understand Scout Alley endeavors to maintain the Listing Service as a fraud-free, reliable, honest and exciting discovery and shopping venue. To that end, you represent and warrant the accuracy of all statements made in each Listing, Auction, and Event and shall fully meet the expectations set in each Listing.
  
11.Termination
  1. Scout Alley may, at any time, terminate this Agreement and your ability to sell or list on the Listing Service, with or without cause and without notice.
  2. You may terminate this Agreement by giving Scout Alley 60 days’ advance notice in writing, and may continue selling on the Listing Service until such termination becomes effective.
 
12.Prohibited Products.
You shall not sell or offer to sell through the Listing Service any Products that are illegal or hazardous or infringe upon any patent, trademark, copyright, or other intellectual property right (arising under the laws of any jurisdiction) or other proprietary right of any third party (“Prohibited Products”), including but not limited to explosives, firearms, poisons, pharmaceuticals, counterfeit or unauthorized copyrighted material (“knock-offs”), unauthorized replicas (such as counterfeit watches, handbags, clothing or accessories) or pirated copies (such as copies of software, video games, music, movies, TV programs, or photos). You warrant that no Product offered for sale through the Listing Service by you is a Prohibited Product.

You acknowledge that if Scout Alley determines in good faith, at its sole discretion, that any Product is a Prohibited Product, such determination may lead, in Scout Alley’s sole discretion, to the suspension or termination of your access to the Listing Service generally pursuant to Section 1 (Acceptance) above. In the event that any shopper or third party asserts a claim that any Product is a Prohibited Product or Scout Alley otherwise determines in good faith that any Product is a Prohibited Product or is reasonably likely to be a Prohibited Product, Scout Alley shall have the right to immediately suspend or cancel (even if completed) any listing of such Product. To the extent requested by Scout Alley, you will provide reasonable assistance in determining whether any Product is in fact a Prohibited Product.
  
13.License to Use Marks and Posting of Web Link(s)
Subject to the terms and conditions of this Agreement, you hereby grant to Scout Alley a limited, non- transferable, fully-paid, worldwide, non-exclusive right and license to use, reproduce, adapt (but only pursuant to its rights under this Agreement), incorporate, integrate and distribute the Listing, Auction, or Event (including any and all text, images or other copyrighted material and any and all trademarks included in such Listing, Auction, or Event) on the Listing Service, and potentially on other websites through electronic listing syndication, as necessary to market the Products and perform its obligations under this Agreement. You agree to place a www.scoutalley.com web link (the “Link”) on your website or websites to direct potential shoppers to Scout Alley listings, auctions, or events. Scout Alley shall supply all technical requirements for the Link and you shall comply with such requirements.
  
14.Product Warranties
You warrant to Scout Alley:
  1. that you have good title, free from any liens, charges or encumbrances to all Products offered through the Listing Service hereunder;
  2. that such Products are safe and free from defects in material and workmanship and are of good quality;
  3. that such Products are suited for the particular purposes of Scout Alley and its shoppers, of which you are aware or should be aware;
  4. You have the absolute and unfettered right to sell the Products free and clear of any other person’s claims or rights.
 
 You shall be solely responsible for any and all warranty or other Product claims, and shall be fully liable for any direct or consequential damages resulting from breach of the warranties contained herein and of any additional representations or warranties given to Scout Alley by you.

 
15.Inspection and Acceptance
Acceptance of any Listing, Auction, or Event by Scout Alley shall not relieve you from obligations and warranties hereunder.
  
16.Confidentiality
It is expressly understood that, under the terms of this Agreement, you may be exposed to nonpublic Scout Alley information (“Confidential Information”), including but  not limited to customer email and mailing addresses as well as financial, unit volume and fee data. You agree that any Confidential Information will be held in confidence by you, will not be disclosed by you to any third party, and will be used by you only for the purpose of fulfilling your obligations under this Agreement. You agree that any breach of this confidentiality obligation would result in significant damage, not completely compensable monetarily, and agrees that Scout Alley shall be entitled to injunctive relief in a court of appropriate jurisdiction in the event of the breach or threatened breach. You will not oppose any such application on the basis that damages would be satisfactory or sufficient remedy and consents to the entry of any order enjoining it from using Confidential Information in violation of this Agreement to prevent further and continuing damage. This confidentiality obligation shall survive in perpetuity and shall survive with equal force after the termination of this Agreement.
  
17.Indemnification
You will indemnify and hold Scout Alley, its affiliates, officers, directors, agents, service providers, employees and consultants (collectively, the “Scout Alley Indemnified Parties”) harmless from and against any and all liabilities, demands, claims, actions, damages, losses, settlements, taxes, interest, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees incurred in connection therewith, whether or not litigated) relating to or arising out of:
  1. Your breach of your warranties, representations, responsibilities or covenants hereunder;
  2. any claim or demand by any third party alleging that the listing, auction, or event, distribution, sale, or use of any Product or Listing (or any portion thereof) infringes the patents, trademarks, copyrights, or any other intellectual property rights or other proprietary rights of any third party or that any Product otherwise qualifies as a Prohibited Product; and
  3. any Products offered for sale or sold by you or otherwise used by shoppers, including but not limited to warranty claims and product liability claims.
 
At the request of Scout Alley, you shall defend at your own expense, with attorneys acceptable to Scout Alley, all suits, actions or proceedings asserted by a third party and arising from any of the foregoing and to pay and discharge any and all judgments, decrees, or settlements which may result from any such suit, action or proceeding, provided that Scout Alley shall have the right to have any such litigation monitored by its own counsel at your expense.
  
18.Limitations on Liability
UNDER NO CIRCUMSTANCES WILL SCOUT ALLEY BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SCOUT ALLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE LISTING AND SUBSEQUENT SALE OF PRODUCT, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE    OR    ANTICIPATED    PROFITS    OR    LOST BUSINESS. THE MAXIMUM LIABILITY OF SCOUT ALLEY TO YOU FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED FIFTY DOLLARS ($50).
  
19.Independent Contractors
You and Scout Alley shall be independent contractors. Neither Scout Alley’s acceptance of you for participation in the Listing Service nor any of your transactions resulting from the Listing Service creates a principal-agent or partnership relationship between you and Scout Alley and neither party may legally commit the other in any matter. All financial obligations associated with your business are your sole responsibility. Scout Alley shall not assume any obligation on your behalf.
  
20.Assignment
None of your rights or obligations under this Agreement may be assigned, subcontracted or otherwise delegated without the prior written consent of Scout Alley (in its sole discretion). Any attempted assignment or delegation without such consent shall be wholly void and totally ineffective for all purposes.
  
21.Compliance with Laws
You shall comply with all applicable laws, regulations and policies in any jurisdiction and shall obtain all permits needed to fulfill your obligations under this Agreement.
  
22.Waiver; Remedies
Scout Alley may waive performance of any condition, but waiver by Scout Alley of a condition shall be considered a waiver of that condition for exceeding performance. None of Scout Alley's remedies hereunder shall exclude its pursuit of other legal remedies at law or in equity.
  
23.Applicable Law
This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to choice of law principles. The parties agree that the sole venue for legal actions related to this Agreement shall be the state and U.S. Federal courts for the District of Maryland and both parties hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these terms and conditions.
  
24.Miscellaneous.
Whenever possible, each provision of the Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of the Agreement. The headings in the Agreement are inserted for convenience of reference only and shall not constitute a part hereof. Nothing in the Agreement is intended nor shall it be construed to confer any rights or remedies upon any person or entity other than the parties named herein and their respective successors and permitted assigns. This Agreement comprises the entire agreement between the parties relating to the subject of the Agreement and supersedes any prior understandings, agreements or representations by or between the parties, written or oral, which may be related to the subject matter hereof in any way. The Agreement cannot be modified except in writing by the duly authorized representatives of both parties.