Wells Enterprises Inc.

Effective date: October 10, 2017

Thank you for downloading The Scoop - Wells (this “App”), which is owned by Wells Enterprises, Inc., on behalf of itself and its subsidiary, WEI Sales, LLC (collectively, “Wells,” “we,” “us,” or “our”).

Your Acceptance of These Terms of Use

These Terms of Use apply to all users of this App. By downloading and using this App you are agreeing to comply with and be bound by these Terms of Use. If you do not agree to these Terms of Use, you may not access or use this App.

Other Policies that Apply When Using this App

In addition to these Terms of Use, other Wells policies apply to your use of this App, including the App”s Privacy Policy and Wells’ Code of Conduct, Social Media Policy, Sexual, Racial, and other Unlawful Harassment Policy, the Wells Employee Handbook, and all other Wells Policies. Wells expects its employees to be familiar with such Code of Conduct and all Policies and to comply with them when using this App, just as you would when using other Wells-owned equipment, technologies, and platforms.

Non-Exempt Employees May Not Use this App to Do Compensable Work

Use of this App is voluntary. Wells is providing this App to its employees as a convenience. For example Wells may share Company news and/or solicit employee suggestions. Although you may use this App even when you are not physically present at work and outside of the hours for which you are compensated, non-exempt employees may not use the App to do compensable work. Wells will not be responsible for compensating time spent using this App outside of your workday.

Ownership of this App and its Content

In these Terms of Use, “Content” refers to all of the software and code comprising or used to operate this App, and all of the text, photographs, images, illustrations, graphics, sound recordings, video and audio-video clips, and other materials available on this App, including User-Generated Content and Feedback.

This App, including all its Content are protected under applicable intellectual property and other laws, including without limitation the laws of the United States and other countries. All Content and intellectual property rights therein are the property of Wells or the material is included with the permission of the rights owner and is protected pursuant to applicable copyright and trademark laws.

The presence of any Content on this App does not constitute a waiver of any right in such Content. You do not acquire ownership rights to any such Content viewed through this App. Except as otherwise provided herein, none of this Content may be used, copied, reproduced, distributed, republished, downloaded, modified, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without our express prior written permission.

Permission is hereby granted to the extent necessary to lawfully access and use this App and to display, download, or print portions of this App on a temporary basis and for your personal, educational, non-work-related use only, provided that you (i) do not modify the Content; (ii) you retain any and all copyright and other proprietary notices contained in the Content; and (iii) you do not copy or post the Content on any network computer or broadcast the Content in any media.

Trademarks

The Wells names and logos, all product and service names, all graphics, all button icons, and all trademarks, service marks and logos appearing within this App, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Wells (the “Wells marks”). All other trademarks, product names, company names, logos, service marks and/or trade dress mentioned, displayed, cited or otherwise indicated within this App are the property of their respective owners. In using this App, you must respect all intellectual property laws, including those protecting trademarks, and you may not infringe upon the Wells marks. You are not authorized to display or use trademarks, product names, company names, logos, service marks and/or trade dress of other owners featured within this App without the prior written permission of such owners.

User-Generated Content you Post on or Through this App

You may have the ability to post “User-Generated Content” through this App. In these Terms of Use, “User-Generated Content” or “UGC” refers to all of the text, photographs, images, illustrations, graphics, sounds, video and audio-video clips, and other content you post using the social networking tools we make available to you through this App that do not constitute “Feedback” (a term defined below).

All User-Generated Content must comply with Wells’ Code of Conduct, Social Media Policy, Sexual, Racial, and other Unlawful Harassment Policy, the Wells Employee Handbook, and all other Wells Policies. Without limiting the foregoing, this means that you may not upload, post, transmit or otherwise make available:

• any UGC that is discriminatory, violent, vulgar, obscene, threatening, intimidating, harassing, or similarly unlawful;
• any UGC that constitutes or encourages activity illegal under criminal or civil law;
• any UGC that is false, misleading, or fraudulent;
• any UGC that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of your employment or under nondisclosure agreements);
• any UGC that violates or infringes upon the rights of others, including UGC which violates the patent rights, copyrights, trademark rights, privacy rights, publicity rights, trade secret rights, confidentiality rights, contract rights, or any other rights of any individual, living or deceased, or any legal entity;
• any request for or solicitation of any personal or private information from any individual;
• any request for or solicitation of money, goods, or services for private gain; or
• any UGC that contains advertising, promotions or marketing, or which otherwise has a commercial purpose.

You are entirely responsible for all UGC that you post and you may be held personally liable for comments that are defamatory, obscene, or libelous, or that violate these Terms of Use, an obligation of confidentiality, or the rights of others. In addition, violation of any Wells policy is grounds for discipline, up to and including termination.

Because Wells does not control the UGC posted on or through this App, we cannot and do not warrant or guarantee the truthfulness, integrity, suitability, or quality of that UGC. By accessing this App, you may encounter UGC that you consider to be objectionable.

You can seek removal of objectionable UGC by contacting Wells’ Corporate Communications Department. We will review all such requests and will remove UGC that we determine should be removed, in our sole discretion and in accordance with these Terms of Use, other Company policies, and applicable law. Wells also reserves the right, but does not assume the obligation, to monitor and/or prescreen UGC posted on or through the App, and to remove or block any UGC at any time, for any reason (or for no reason at all), in its sole discretion. Wells also reserves the right to terminate your rights to use this App at any time, for any reason (or for no reason at all), in its sole discretion.

You own the copyright in any original UGC you post. However, by using this App you are granting Wells and its subsidiaries, affiliates, successors and assigns, a nonexclusive, fully paid, worldwide, perpetual, irrevocable, royalty-free, transferable license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, distribute, publicly display and perform, publish, transmit, remove, retain repurpose, and commercialize UGC you post in any and all media or form of communication whether now existing or hereafter developed, without obtaining additional consent, without restriction, notification, or attribution, and without compensating you in any way, and to authorize others to do the same. For this reason, we ask that you not post any UGC that you do not wish to license to us, including any photographs, videos, confidential information, or product ideas.

Your Feedback

Although Wells does not claim ownership of UGC you post using this App, it does claim ownership of “Feedback”— content you post on or through this App that is specifically about how we can improve this App and the products and services we make available through this App. Your submission of Feedback will constitute an assignment to us of all worldwide rights, title and interests in your Feedback, including all copyrights and other intellectual property rights in your Feedback. We will be entitled to reduce to practice, exploit, make, use, copy, disclose, display or perform publicly, distribute, improve and modify any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Feedback that you do not wish to assign to us.

Your Obligations

In consideration of your use of this App, you agree that to the extent you provide personal information to Wells it will be true, accurate, current, and complete and that you will update all personal information as necessary.

You understand and agree that this App is made available to you because you are a Wells employee and that you may have access through the App to confidential information about Wells. Therefore, you may not permit anyone else with access to your phone to use the App. You are responsible for preventing unauthorized use of the App and you are fully responsible for all activities that occur under your rights to the App. You must immediately inform us if your mobile device is lost or stolen so that we can remove the App. Until we are so notified you will remain liable for any unauthorized use of the App.

You agree to use this App in a manner consistent with any and all applicable rules and regulations. You agree not to upload or transmit through this App any computer viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer. Any unauthorized modification, tampering or change of any information, or any interference with the availability of or access to this App is strictly prohibited. We reserve all rights and remedies available to us.

DISCLAIMERS

WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS APP OR ITS CONTENT, OR ANY PRODUCT OR SERVICE AVAILABLE ON OR PROMOTED THROUGH THIS APP. THIS APP AND ALL OF ITS CONTENT (INCLUDING USER-GENERATED CONTENT) ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WELLS, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, ARISING BY STATUTE, CUSTOM, COURSE OF DEALING, COURSE OF PERFORMANCE OR IN ANY OTHER WAY, WITH RESPECT TO THIS APP, ITS CONTENT, AND ANY PRODUCTS OR SERVICES AVAILABLE OR PROMOTED THROUGH THIS APP. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WELLS, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS AND LICENSORS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; (B) RELATING TO THE SECURITY OF THIS APP; (C) THAT THE CONTENT OF THIS APP IS ACCURATE, COMPLETE OR CURRENT; OR (D) THAT THIS APP WILL OPERATE SECURELY OR WITHOUT INTERRUPTION OR ERROR.

WE DO NOT REPRESENT OR WARRANT THAT THIS APP, ITS SERVERS, OR ANY TRANSMISSIONS SENT FROM US OR THROUGH THIS APP WILL BE FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES).

WELLS DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR STATEMENTS, ADVICE AND OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED WELLS SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS CONTAINED IN USER-GENERATED CONTENT AND SUCH STATEMENTS, ADVICE AND OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE AND OPINIONS OF WELLS. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. YOU ACCEPT THAT OUR SHAREHOLDERS, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL HAVE THE BENEFIT OF THIS CLAUSE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OF CERTAIN WARRANTIES, SO ALL OR PART OF THIS DISCLAIMER OF WARRANTIES MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS WE, ON BEHALF OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, LICENSORS AND SERVICE PROVIDERS, EXCLUDE AND DISCLAIM LIABILITY FOR ANY LOSSES AND EXPENSES OF WHATEVER NATURE AND HOWSOEVER ARISING INCLUDING, WITHOUT LIMITATION, ANY DIRECT, INDIRECT, GENERAL, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES; LOSS OF USE; LOSS OF DATA; LOSS CAUSED BY A VIRUS; LOSS OF INCOME OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; CLAIMS OF THIRD PARTIES; OR OTHER LOSSES OF ANY KIND OR CHARACTER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS APP. YOU ASSUME TOTAL RESPONSIBILITY FOR ESTABLISHING SUCH PROCEDURES FOR DATA BACK UP AND VIRUS CHECKING AS YOU CONSIDER NECESSARY. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER BASIS.

IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED TEN DOLLARS ($10.00).

This App gives you specific legal rights and you may also have other rights which vary from country to country. Some jurisdictions do not allow certain kinds of limitations or exclusions of liability, so the limitations and exclusions set out in these Terms of Use may not apply to you. Other jurisdictions allow limitations and exclusions subject to certain conditions. In such a case the limitations and exclusions set out in these Terms of Use shall apply to the fullest extent permitted by the laws of such applicable jurisdictions. Your statutory rights as a consumer, if any, are not affected by these provisions, and we do not seek to exclude or limit liability for fraudulent misrepresentation.

Links to Third-Party Websites

This App may provide links to other websites operated by third parties. Because we have no control over third-party websites, we are not responsible for the availability of those websites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. Wells shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. These Terms of Use do not apply to your use of third-party websites; your use of such websites is subject to the terms and policies of the owner of such websites.

Modification and Discontinuation

We reserve the right at any time and from time-to-time to modify, edit, delete, suspend or discontinue, temporarily or permanently this App (or any portion thereof) and/or the information, materials, products and/or services available through this App (or any part thereof) with or without notice. You agree that we shall not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of this App.

Waiver

Our failure at any time to require performance of any provision of these Terms of Use or to exercise any right provided for herein will not be deemed a waiver of such provision or such right. All waivers must be in writing. Unless the written waiver contains an express statement to the contrary, no waiver by Wells of any breach of any provision of these Terms of Use or of any right provided for herein will be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under these Terms of Use.

Severability

If any provision of these Terms of Use is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Use will remain in full force and effect.

Governing Law, Jurisdiction and Venue

These Terms of Use will be governed under the laws of the State of Iowa without regard to its conflicts of law provisions. All actions or proceedings arising out of or relating to these Terms of Use will be venued exclusively in state or federal court in Iowa. You hereby irrevocably consent and submit to the personal jurisdiction of said courts for all such purposes. However, we retain the right to bring legal proceedings in any jurisdiction where we believe that infringement of these Terms of Use is taking place or originating.

These Terms of Use May Change

These Terms of Use are current as of the effective date set forth above. Wells reserves the right to change these Terms of Use from time to time consistent with applicable laws and principles. These changes will be effective as of the date we post the revised version on this App. Your continued use of this App after we have posted the revised Terms of Use constitutes your agreement to be bound by the revised Terms of Use. If at any time you choose not to accept these Terms of Use, you should not use this App.

Questions

If you have any questions about this App or these Terms of Use, please contact the Wells Corporate Communications Department at [email protected].