Terms and Conditions

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THIS TERMS AND CONDITIONS SHALL ONLY APPLY TO THE USE OF THE ONLINE RW LYNCH COMPANY, INC. WEB SITE APPLICATION ENTITLED: “MEMBER’S SECTION”. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

1. DEFINITION OF PARTIES
1.1 RW Lynch.

RW Lynch is the provider of the Services defined herein in Section 2.1. RW Lynch may be referred to throughout this Terms and Conditions as “We”, “Us” and “Ours”.

1.2 User.

You are the User of the Services defined herein in Section 2.1. The User may be referred to throughout this Terms and Conditions as “You” and “Yours”.

2. USE OF THE SERVICES
2.1 Definition of Services.

As used herein “Services” means the Member’s Section of the R.W. Lynch website (www.rwlynch.com), a full suite of complimentary marketing tools that includes the ability to: (i) categorize your incoming advertising responses by case, type, disposition, and expected value, (ii) track advertising responses which are referring new cases, allowing you to see the “spiderweb of marketing” generated by different lead types and sources, (iii) create custom email marketing lists and design, (iv) deploy and track the effectiveness of your own email marketing campaigns, and (v) give feedback so our advanced algorithm can learn which media placements are most benefiting the aggregate areas of your Market.

You may not access the Services defined in Section 1.1 if You are Our direct competitor, except with Our prior written consent. In addition, you may not access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

2.2 Our Responsibilities.

We shall: (i) provide to You basic support for the Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Services only in accordance with applicable laws and government regulations.

2.3 Your Responsibilities.

You shall: (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for (a) the accuracy, quality, integrity and legality of Your Data, and (b) the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly (within three days) of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and government regulations.

You shall not: (i) make the Services available to anyone other than authorized Users, (ii) sell, resell, rent or lease the Services, (iii) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Services to store or transmit Malicious Code, (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (vi) attempt to gain unauthorized access to the Services or their related systems or networks.

2.4 Usage Limitations.

Services may be subject to other limitations, including, but not limited to limits on: disk storage space, on the number of emails You are permitted to make against Our application programming interface, and, Services that enable You to provide public websites, the number of page views by visitors to those websites. Any such limitations are specified in the User Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.

3. TERM AND TERMINATION
3.1 Suspension of Service and Acceleration.

If any amount owing by You under this or any other agreement with Us for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under all agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

3.2 Reservation of Rights.

Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

3.3 Restrictions.

You shall not: (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.

3.4 Ownership of Your Data.

As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data subject to Section 4.7.

3.5 Suggestions.

We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Services.

4. CONFIDENTIALITY
4.1 Definition of Confidential Information.

As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

4.2 Protection of Confidential Information.

Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to (a) those of its employees, contractors and agents who need such access for purposes consistent with this Agreement, and (b) who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

4.3 Protection of Your Data.

Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not: (i) modify Your Data, (ii) disclose Your Data except as compelled by law in accordance with Section 4.4 (Compelled Disclosure) or as expressly permitted in writing by You, or (iii) access Your Data except (a) to provide the Services or (b) to prevent or address service or technical problems, or (c) at Your request in connection with customer support matters.

4.4 Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

4.5. Disclaimer.

THE WEB SITE AND ITS SERVICE IS PROVIDED ON AN “AS IS” BASIS. YOU EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING THE WEB SITE, ITS SERVICE AND THE CONTENT. YOU DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR ANY WAY RELATED TO: (A) ANY ERRORS IN OR OMISSIONS FROM THE RWLYNCH WEBSITE, ITS SERVICE AND ITS CONTENT, INCLUDING BUT NOT LIMITED TO TECHNICAL INACCURACIES AND TYPOGRAPHICAL ERRORS, (B) ANY THIRD PARTY WEB SITES OR CONTENT THEREIN DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THIS WEB SITE, INCLUDING BUT NOT LIMITED TO ANY ERRORS IN OR OMISSIONS THEREFROM, (C) THE UNAVAILABILITY OF THIS WEB SITE OR ANY PORTION THEREOF, (D) YOUR USE OF THIS WEB SITE, OR (E) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THIS WEB SITE.

4.6 Limitation of Liability and Damages.

WE SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM THE WEB SITE OR SERVICES, FROM YOUR USE OF OR INABILITY TO USE THE WEB SITE OR THE SERVICE OR FROM THESE TERMS AND CONDITIONS OF USE. WE SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH (A) THE USE OF OR INABILITY TO USE THE WEB SITE, ITS CONTENT; OR THE SERVICE AND (B) YOUR PARTICIPATION IN INTERACTIVE AREAS OF THE WEB SITE INCLUDING BUT NOT LIMITED TO BLOGS, CHAT ROOMS, MESSAGE BOARDS OR EMAIL FORUMS AND (C) THESE TERMS AND CONDITIONS OF USE. TO THE EXTENT THIS LIMITATION ON LIABILITY IS PROHIBITED, OUR SOLE OBLIGATION TO YOU OR ANY THIRD PARTIES FOR ANY AND ALL CLAIMS OR DAMAGES SHALL BE LIMITED TO $100.00.

4.7 Return of Your Data.

Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

5. RESOLVING DISPUTES
5.1 Choice of Law.

This Terms and Conditions Agreement is governed by the State of California without regard to its conflict of law provisions. You hereby irrevocably consent to the exclusive jurisdiction and venue of state or federal courts in Contra Costa County, California, USA in all disputes arising out of or relating to this Agreement or the use of the Service. You and Us submit to the personal and exclusive jurisdiction of the courts located with the State of California. We may waive the foregoing exclusive jurisdiction by filing a complaint/demand in any other jurisdiction or alternative dispute resolution process, such as arbitration. Should we waive the foregoing exclusive jurisdiction by filing a demand in arbitration, you agree to waive oral hearings and the matter shall proceed via written documentation only.

5.2 Interpreting the Agreement.

If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement will continue in effect. A printed version of this Agreement and any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

5.3 Assignment.

We may assign this Terms and Conditions, in whole or in part, at any time with or without notice to You. You may not assign this Terms and Conditions. Except as expressly stated herein, this Terms and Conditions constitute the entire agreement between You and Us with respect to the Service and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written.

5.4 Section Titles.

The section titles used herein are solely for the convenience of You and Us and has no legal or contractual significance.

6. COPYRIGHT AND TRADEMARK NOTICES

All contents of the RW Lynch.com web pages are Copyright © 2011 R.W. Lynch Company, Inc. and/or its suppliers. All rights reserved. RW Lynch, the RW Lynch.com name and logo, Injury Helpline, Injury Helpline web pages and/or other RW Lynch.com products or services referenced herein may also be either trademarks or registered trademarks of RW Lynch in the United States and/or other countries. The name of other companies and products mentioned herein may be the trademarks of their respective owners.

RW Lynch web pages and information contained therein is proprietary to RW Lynch and is protected under U.S. Copyright Law and international treaty provisions. This information is licensed for Your professional use and may not be resold or provided to others. You may not distribute, sell, rent or sublicense, or lease such information, in whole or in part, to any other user in any networked or time-sharing environment, or transfer the information, in whole or in part, to any computer other than the PC used to access this information.

7. THIRD-PARTY PROVIDERS
7.1 Acquisition of Third-Party Products and Services.

We may offer Third-Party Applications for sale under Order Forms. Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. No purchase of third-party products or services is required to use the Services.

7.2 Third-Party Content.

Third-party content may appear on this Web Site or may be accessible via links from this Web Site. We shall not be responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content contained in any third-party content appearing on the Web Site. You understand that the information and opinions in the third-party content represent solely the thoughts of the author and is neither endorsed by nor does it reflect the belief of Provider. You agree to abide by any terms, conditions and intellectual property rights of such third parties.

7.3 Advertisers.

This Web Site may contain advertising and sponsorship. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on the Web Site is accurate and complies with applicable laws. We will not be responsible for the illegality of or any error or inaccuracy in any advertiser’s or sponsor’s materials.

8. INDEMNIFICATION

You agree to release, indemnify, defend and hold harmless RW Lynch, its parent, subsidiaries and affiliates, and its and their officers, directors, employees, agents and advisors, from and against any and all losses, liabilities, claims (including claims without legal merit or brought in bad faith), demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions and liens, including reasonable attorney’s fees and costs (whether brought by third parties or otherwise) (collectively “Claims”) relating to or arising from any alleged breach caused by you. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by You, which will not excuse Your indemnity obligations under this Section.

9. LINKING TO THE WEB SITE.

You may provide links to the homepage of www.rwlynch.com website, provided (a) you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on the Web Site, (b) you give Provider notice of such link by sending an e-mail to linkrequest@rwlynch.com and (c) you discontinue providing links to this Web Site immediately upon request by Provider.

10. ERRORS, CORRECTIONS AND ADDITIONS.

We do not represent or warrant that the Web Site or its services will be error-free, free of viruses or other harmful components, or that defects will be corrected. We do not warrant or represent that the information available on or through the Web Site will be correct, accurate, timely, or otherwise reliable. We may make improvements and/or changes to its features, functionality or content of the Web Site at any time and may add additional services to the website. All additional services shall be covered by these Terms and Conditions of Use as part of this Web Site.

11. UNLAWFUL ACTIVITY.

We reserve the right to investigate complaints or reported violations of our Terms and Conditions of Use and to take any action we deem appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

12. PRIVACY.

Your use of the Web Site is also subject to Our Privacy Policy, which you link to by clicking here: Privacy Policy.

13. MODIFICATIONS TO TERMS OF USE.

We reserve the right to change these Terms and Conditions of Use at any time. Updated versions of the Terms and Conditions of Use will appear on this Web Site and are effective immediately. You are responsible for regularly reviewing the Terms and Conditions of Use. Continued use of the Web Site after any such changes constitutes your consent to such changes.


* Disclaimer: The use of the term "file" in The GoldenListSM refers to a file folder as a storage and organization device. The term "File" does not refer to and is not intended to suggest a case file, nor does the labeling of an advertising response's information as a "File" by RW Lynch Co, Inc. warranty or imply that said advertising response will indeed result in a case.