Terms of Use

This is a legally binding agreement. By accessing, browsing, and/or otherwise using this web site and any pages of this web site, you are indicating that you have read, acknowledge and agree to be bound by these Terms of Use. Please read these terms and conditions carefully. If you do not agree to these Terms of Use, do not access this web site.

Last updated: January 17, 2010

Section 1. Your Agreement with Waggoner Engineering, Inc.

Waggoner Engineering, Inc. and/or its affiliated companies (referred to in this agreement as "Waggoner," “we,” or “us”) operates this website and the pages of this web site (collectively, the "Web Site") in order to provide information about and/or to deliver products and services offered by WAGGONER companies. We require all users and viewers of the Web Site to agree to the terms of this agreement (the “Agreement”) as a condition to accessing or using our Web Site.

WE MAY MODIFY THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION WITHOUT NOTICE TO YOU. YOU SHOULD PERIODICALLY REVIEW THIS AGREEMENT CAREFULLY IN ORDER TO MAKE SURE THAT YOU ARE AWARE OF THE MOST CURRENT TERMS AND CONDITIONS FOR THE USE OF THE WEBSITE, BECAUSE ANY USE OR VIEWING OF THE WEBSITE BY YOU AFTER ANY CHANGE TO THIS AGREEMENT, WHETHER OR NOT YOU HAVE REVIEWED THE AMENDED AGREEMENT, CONSTITUTES YOUR ACCEPTANCE OF THE AGREEMENT AS CHANGED.

Section 2. Products and Information

Various products and services described on the Web Site, and/or various pages, sections, or features of the Web Site, may be subject to separate terms and conditions in addition to the terms of this Agreement. In the event of a conflict, such separate terms and conditions will govern and control with respect to the corresponding product, service, page, section, or feature. This Agreement is not intended to affect or amend any agreement you have with any WAGGONER company for the provision of a particular product or service, and our relationship with you as to such particular product or service shall be governed by the written terms of the agreement relating to such product or service.

Section 3. Privacy Policy.

You acknowledge that you have read and understand the WAGGONER Web Site Privacy Policy, which concerns the collection and use of your personal information by WAGGONER in conjunction with or related to use of the Web Site and electronic communications with WAGGONER. The WAGGONER Web Site Privacy Policy is in addition to any other privacy policy relating to your relationship with WAGGONER as to which WAGGONER may notify you from time to time.

You acknowledge and agree that when you submit any information to us through the Web Site you are submitting such information to all WAGGONER companies collectively and that such information may be disclosed and transferred among such companies and their respective agents and service providers, subject to the provisions of applicable law. You further agree that we may disclose any information you submit if we have a right or duty to do so, if we are compelled or permitted by law to do so, as directed by you, and/or as necessary to provide you with products or services you have requested. Any information, questions, comments, suggestions, or ideas that you send to us by or through the Web Site or at any e-mail address we have provided on the Web Site will be treated as being non-confidential and non-proprietary as to you, and we will be free to use the same for any purpose whatsoever (including without limitation for the purposes of developing and marketing products and services) without paying any compensation to you, and the same shall be deemed our property upon receipt.

WAGGONER may use certain technology on the Web Sites to collect information from visitors and compile aggregate statistical information about how visitors use the Web Site, including without limitation information relating to the frequency of visits, the average length of visits, which pages are viewed during a visit, and the links to other web sites invoked during a visit, the domain name and IP address from which visitors are connecting, and the type and version of web browser. WAGGONER may use this information to improve the web site content and performance. No individually identifiable information is collected for this purpose and WAGGONER does not monitor individual visitor behavior.

Section 4. Restrictions on Use of the Web Site

You may not do any of the following: (a) “frame” or “mirror” any portion of the Web Site , or access the Web Site in any way other than by the interfaces provided by WAGGONER; (b) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Web Site; (c) use any device, software, methodology, or routine to interfere with the proper working of the Web Site or servers, networks connected to the Web Site, or the use and enjoyment of the Web Site by any third party; (d) reverse engineer any of our technology, including without limitation any applets associated with the Web Site; (e) access data of which you are not an intended recipient or log into a server or account on a network related to the Web Site that you are not expressly authorized to access; (f) harvest or collect information about other Web Site users; (g) restrict or inhibit any other person from using the Web Site, including without limitation by means of "hacking" or defacing any portion of the Web Site; (h) use any portion of the Web Site as a destination linked from any unsolicited bulk messages or unsolicited commercial messages; (i) in any other way interfere with, overburden, or disrupt the proper operation of the Web Site or use the Web Site in a way that harms WAGGONER, any customer of WAGGONER, or any other person; (j) engage in any activities related to the Web Site that are contrary to applicable laws or regulations; or (k) attempt to do, or assist anyone else with doing or attempting, any of the foregoing or any act that might reasonably lead to the foregoing.

You are granted a limited, nonexclusive right to create a “hypertext” link to the Web Site provided that such link is to the entry page (home page) of the Web Site and does not portray WAGGONER or any of its products or services in a false, misleading, derogatory, or defamatory manner. This limited right may be revoked at any time for any reason whatsoever.

Section 5. Links from the Web Site

The Web Site may contain links to third-party web sites that are provided solely as a convenience. The inclusion of any link does not represent or imply any affiliation, approval, or endorsement by WAGGONER of any product or information relating to such web site, and WAGGONER has conducted no investigation regarding such. Under no circumstances will WAGGONER be responsible for, and WAGGONER expressly disclaims, the information contained on a linked web site or your use of or inability to use it. The terms and conditions of using any linked web site and its privacy policy are not the same as the terms of this Agreement and WAGGONER’s privacy policy.

Section 6. Proprietary Rights

You acknowledge and agree that all right, title and interest in the Web Site and all works of authorship and other materials contained on the Web Site, including without limitation any software, data, text, photos, pictures, graphics, images, audio and video clips, logos, icons, and links, and the selection and arrangement thereof (collectively, the “Content”) is exclusively the property of WAGGONER and/or its licensors and that we have granted you no license or rights whatsoever in or to any Content except as expressly set out in this Agreement. Unless you have written permission of WAGGONER for commercial use of the Web Site, the Web Site is for your personal, non-commercial use only and you may view, download, and print Content only for your own personal use. You may not modify, copy, distribute, transmit, sell, transfer, broadcast, circulate, display, perform, reproduce, publish, license, create derivative works from, or otherwise use in any other way for commercial or public purposes, in whole or in part, any Content or products or services obtained from this web site, except for the purposes expressly provided herein, without WAGGONER's prior written approval. If you copy or download anything from this web site, you agree that you will preserve any copyright notices or other such notices contained therein.

You also acknowledge and agree that the WAGGONER names and logos and all related product and service names, design marks, and slogans appearing on the Web Site, along with the names and trademarks or service marks of third parties referenced on the Web Site (collectively, the "Marks"), are the exclusive property of WAGGONER or such third parties and that we have granted you no license or rights whatsoever in or to any Marks. You agree not to use any Marks, including without limitation any use as or in metatags on other web sites, without our prior express written consent and/or the prior express written consent of the owner of the applicable Mark.

Section 7. Accuracy of Information

The information and materials on the Web site may contain typographical errors or inaccuracies. Any dated information is published as of its date only, and WAGGONER does not undertake any obligation or responsibility to update or amend any such information. WAGGONER reserves the right, in its sole discretion, without any obligation and without any notice to you, to change the information, materials, and descriptions on the Web Site or discontinue or change any product or service described in or offered on the Web Site at any time.

Section 8. Web Site Availability

WAGGONER may place limits on, modify, suspend, or terminate the Web Site generally and, in addition to other remedies available to WAGGONER, may suspend or terminate your use of the Web Site if you fail to comply with this agreement. WAGGONER may use technology or other means to protect the Web Site, to protect its customers, or stop you from breaching this agreement.

Section 9. Indemnification

You agree to defend or settle any third-party claim against WAGGONER, and otherwise to hold WAGGONER and its directors, officers, employees, agents, and affiliates harmless from all losses and costs (including without limitation reasonable attorney fees and expenses), arising from or related to your use of the Web Site or your breach of this Agreement.

Section 10. Exclusion of Warranties; Errors and Interruptions

WAGGONER PROVIDES THE WEB SITE "AS-IS," "WITH ALL FAULTS," "AS AVAILABLE," AND “WHERE AVAILABLE AND PERMITTED.” WAGGONER DOES NOT MAKE ANY EXPRESS WARRANTIES OR GUARANTEES, AND WAGGONER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY, WORKMANLIKE EFFORT, OR FITNESS OR SUITABILITY FOR A PARTICULAR PURPOSE (WHETHER OR NOT WAGGONER KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. WAGGONER DOES NOT GUARANTEE OR WARRANT THAT ANY FILE AVAILABLE FOR DOWNLOADING FROM THE WEBSITE WILL BE FREE FROM INFECTION, VIRUSES, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFESTS CONTAMINATING OR DESTRUCTIVE PROPERTIES.

CONTENT IN THE WEB SITE IS DEVELOPED FOR USE IN THE UNITED STATES, AND WAGGONER DOES NOT MAKE ANY REPRESENTATION CONCERNING THE CONTENT WHEN USED IN ANY OTHER COUNTRY.

You may have additional consumer rights under your local laws that this Agreement cannot change.

You acknowledge that the operation of the Web Site will not be error free in all circumstances, that all defects in the Web Site may not be corrected, and that the operation of the Web Site may be interrupted for periods of time by reason of defect therein or by reason of fault on the part of WAGGONER.

Section 11. Limitations of Liability

WAGGONER WILL NOT BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM YOUR RIGHTS) FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES (INCLUDING WITHOUT LIMITATION INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND REGARDLESS OF WHETHER WAGGONER WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY OF SUCH DAMAGES OR THAT DIRECT DAMAGES WOULD NOT BE A SATISFACTORY REMEDY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

THESE LIMITATIONS APPLY EVEN IF THE REMEDY AVAILABLE TO YOU DOES NOT FULLY COMPENSATE YOU FOR YOUR LOSS OR FAILS OF ITS ESSENTIAL PURPOSE. THE PROVISIONS OF THIS SECTION ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

Section 12. General Legal Provisions

This Agreement is the entire agreement between you and WAGGONER related to the Web Site, replacing any prior or contemporaneous communications, agreements, and understandings with respect to the subject matter hereof. If there is any conflict between this agreement and a signed written agreement between you and WAGGONER related to the Web Site, the signed written agreement will control. The section titles in this agreement do not limit the other terms of this Agreement.

If for any reason a court of competent jurisdiction finds any provision of this Agreement, or a portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to affect the intent of this Agreement and the remainder of this Agreement shall continue in full force and effect.

This Agreement is governed by Mississippi law, excluding Mississippi's choice-of-law rules. THE EXCLUSIVE VENUE FOR ANY DISPUTE RELATING TO THIS AGREEMENT IS THE FEDERAL OR STATE COURTS SITTING IN JACKSON, MISSISSIPPI. YOU AND WAGGONER CONSENT TO THE PERSONAL JURISDICTION OF THESE COURTS. A printed version of these Terms of Use shall be admissible in judicial or administrative proceedings. Nothing in this agreement limits either party's ability to seek equitable relief. WAGGONER shall be entitled to reasonable attorneys’ fees and costs in connection with enforcing any provision of this Agreement.

Any claim related to this Agreement or the Web Site may not be brought unless brought within the one-year period beginning on the date when the claim first could be filed. If it is not filed, then that claim is permanently barred. This applies to you and your successors as well as to WAGGONER and its successors and assigns. You may notify us by mail at Attn: Chief Financial Officer, Waggoner Engineering, Inc., P.O. Box 12227, Jackson, MS, 39236. We do not accept e-mail notices. Failure to enforce any provision will not constitute a waiver of that provision. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision's essential purpose, and the rest of this agreement will not change.

Nothing in this agreement creates an agency, partnership, or joint venture. There are no third party beneficiaries to this agreement.

WAGGONER may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not transfer to anyone else, either temporarily or permanently, any rights to use the Web Site or any part of Web Site except as otherwise expressly provided in this agreement.