TERMS & CONDITIONS – Stanford Hill

LAST UPDATED: January 2, 2025

GENERAL TERMS

Thanks for using Stanford Hill, a division of Big Easy Advisors, LLC (“Stanford Hill”, “us”, “our”, or “we”). These Terms and Conditions (“General Terms”), along with any applicable Additional Terms (defined below) (collectively, the “Terms” or “Agreement”) cover your (“your”, “you”, or “user”) use and access to the products, services, software, platform and websites (collectively, “Services”) provided by Stanford Hill. By using our Services, you agree to be bound by these General Terms as well as our Privacy Policy. If you are using our Services as the employee or agent of an organization, you are agreeing to these Terms on behalf of that organization as an executive officer, senior manager, an individual that has significant responsibility for the control, management, or direction of that organization (collectively, “Organization Management”), or with sufficient delegated authority from Organization Management. You further affirm that you are personally responsible and liable for your use of the Services and any representations you make in connection with these Terms.

You must be the legal age of majority in your state of residence or otherwise able to form a binding contract with us in order to use the Services. In no event is use of the Services permitted by those under the age of 13.

In addition to these General Terms, your use of specific Services may be governed by additional terms and conditions (“Additional Terms”), generally documented through mutually agreed upon estimates or proposals (“Statements of Work”). Statements of Work will be written documents setting forth at a minimum (i) a complete, sufficiently detailed description of the services to be rendered, (ii) the applicable billing rates and/or flat fees for the services to be rendered, and (iii) any Additional Terms.

If there is any conflict between the terms in the General Terms and the Additional Terms, then the Additional Terms govern in relation to those Services.

Before using the Services, you may register with us and create an account on our website (an “Account”). The Account may be used by us to provide you with Statements of Work, documents, and other information related to the Services. Additionally, you may use the Account to submit inquires, requests for support, documentation, and other information to us.

ACCOUNT REGISTRATION

Only businesses (including sole proprietors), bona fide charitable organizations, and other entities or persons located in the United States are eligible to register for an Account to use the Services described in these Terms.

To register for an Account, you or the person or people submitting the registration must provide us with your business or trade name, physical address, email, phone number, and certain other information about you that we require. We may also collect personal information (including name, email, phone number and, title) about your employees. Until you have approved and accepted, and we have received, reviewed, and approved, Statements of Work, as well as any other information we may require at our sole discretion, your Account will be available to you on a preliminary basis only, and we may terminate it at any time and for any reason.

We reserve the right, in our sole discretion, to downgrade or terminate your access to an Account, for any reason and at any time without prior notice.

CONSENT TO ELECTRONIC DISCLOSURES AND NOTICES

By using our Services, you agree that you may receive communications from us, such as newsletters, special offers, and account reminders and updates. You also understand that you can remove yourself from promotional communications by clicking the “Unsubscribe” link in the footer of the actual email. You cannot opt out of essential communications regarding your Account or our Services, such as renewal notices.

You agree that your registration of an Account constitutes your electronic signature, and you consent to electronic provision of all disclosures and notices from us (“Notices”), including those required by Law. You also agree that your electronic signature will have the same legal effect as a physical signature.

You agree that we can provide Notices regarding the Services to you through our website or through the Account, or by mailing Notices to the email or physical addresses identified in your Account. Notices may include notifications about your Account, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

You authorize us to provide Notices to you via text message to allow us to verify your control over your Account (such as through two-factor verification), and to provide you with other critical information about your Stripe Account. Standard text or data charges may apply to such Notices. Where offered, you may disable text message notifications by responding to any such message with “STOP”, or by following instructions provided in the message. However, by disabling text messaging, you may be disabling important security controls on your Account and may increase the risk of loss to your business.

You will need a computer or mobile device, Internet connectivity, and an updated browser to access your Account and review the Notices provided to you. If you are having problems viewing or accessing any Notices, please contact us.

Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Account and Services.

OUR WORK IS NOT A SUBSTITUTE FOR LEGAL ADVICE

We provide a platform for industry and regulatory compliance information. The information provided to you along with the content of our Services related to regulatory compliance matters (“Regulatory Compliance Information”) is provided for your private use and does not constitute legal advice. We do not review any information you provide us for legal accuracy or sufficiency, draw legal conclusions, provide opinions about your selection of forms, or apply the law to the facts of your situation.

Regulatory Compliance Information provided by us through our Services is not a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction. Communications between you and us is not protected as privileged communications under the attorney-client privilege or work product doctrine. If you need legal advice for a specific problem, you should consult with a licensed attorney. We do not endorse or recommend any attorney, nor do we make any warranty as to the qualifications or competency of any attorney.

PAYMENTS AND FEES

We will provide the Services to you at the rates and for the fees described on a Statement of Work and as described in these Terms (“Fees”). You shall be responsible for all Fees as those Services are provided.

In addition to the Fees, you are also responsible for any expenses incurred by us in relation to providing you the Services (“Expenses”). Expenses include all actual, reasonable travel expenses incurred by us to provide Services. You shall never be responsible for any hourly fee for travel time incurred by us. We will use best efforts to minimize travel expenses and at no time will we allow such charges to exceed then-current rates posted by the US General Services Administration.

You are also obligated to pay all taxes, customs, duties, fees and other charges imposed by any governmental authority (“Taxes”), including any value added tax, goods and services tax, provincial sales tax and/or, harmonized sales tax, and/or withholding tax on the Services provided under these Terms. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

We will invoice you for all Fees, Expenses and Taxes due up to twice per calendar month (on or about the 15th and 31st of each month). You agree to remit full payment to us promptly upon your receipt of the invoice, but no later than ten (10) days following the date of the invoice. A 5% monthly service charge will be applied to all overdue balances.

USAGE

Unless designated with a specific number volume or time allotment, any services described on a Statement of work include 24 hours per month of collective usage. Usage is the amount of time taken by us to perform all of services included in your Statement of Work, and is determined by us in our sole discretion. Additional services may be added for an additional monthly charge. Unused hours do not roll over.

ADDITIONAL TIME

Upon your request and based on our availability, we may provide on-site visits and/or hours of off-site work in excess of the Services in a Statement of Work (“Additional Time”). Additional Time will be billed at a rate of $250.00 per hour. Additional Time that requires an on-site visit will be billed at a minimum of six (6) hours.

We may revise our rate for Additional Time at any time. However, we will provide you with a reasonable advance notice before such revisions become applicable to you.

AVAILABILITY AND SUPPORT

We are generally available to provide Services on Monday through Thursday from 9:00 AM to 5:00 PM (Central Time), and Friday from 9:00 AM to 1:00 PM (Central Time), except on holidays observed by the United States Government under 5 U.S.C. 6103 and the Louisiana State Government under La. R.S. 1:55(B) (“General Availability”). We may modify our General Availability at any time and at our sole discretion. Except in emergency situations or conditions otherwise outside of our control, we will use reasonable efforts to notify you of such modifications.

We will provide you with support to resolve general issues relating to your Account and your use of our Services. This support includes resources and documentation that we make available to you through pages on our website (“Documentation”). The most efficient way to get answers to your questions is to review our Documentation. If you still have questions after reviewing the Documentation, please contact us.

You are solely responsible for providing support to the purchasers of your goods or services or donors to your organization (your “Customers”) regarding product or service delivery, support, and any other issues related to your products and services and business activities. We are not responsible for providing support to your Customers unless we agree to do so in a separate written agreement with you or one of your Customers.

SERVICE COMMITMENT

When our Services include consulting or advisory work that allow for you to submit questions to us for our review, research, and feedback (“Inquiry”), we are committed to providing a response as soon as possible during our General Availability. Subject to these Terms, especially including our General Availability, we will use commercially reasonable efforts to provide you with an average initial response to an Inquiry of four (4) hours from the receipt of your Inquiry and three (3) business days from the receipt of your document during a calendar month (“Service Commitment”). Due to the varying nature and possible complexities of an Inquiry, as well as the potential for conflicts in our schedule which may impact our General Availability, you agree that such initial response includes any communication from us to you, anyone at your business, or your third-party vendors, including made via email, telephone, text message, or your Account, related to an Inquiry. This initial response may include requests for additional information, notification of an expected delay in responding, or notification of the need for additional research.

If we fail to meet the Service Commitment in any calendar month during the term of your Services, you may be eligible to receive a service credit of five (5) percent of the monthly Fees for applicable Services (“Service Credit”) if you (a) send a notice to hello@bigeasybanking.com within 15 business days from the end of the month in which the Service Commitment is not met, and (b) provide such details regarding the failure to meet the Service Commitment as reasonably requested by us. Your failure to notify us within this time period, or to provide such information requested by us within a reasonable time after, will result in your loss of eligibility for any Service Credit associated with our failure to meet the Service Commitment.

If, upon your notice pursuant to the above requirements, we confirm that the average monthly initial response time is less than the Service Commitment, we will apply the applicable Service Credit against the next invoice issued to you by us following the second month in which you notify us of the failure to meet the Service Commitment. The Service Credit shall be calculated against the Fees for applicable Services incurred during the month in which the Service Commitment failed to be met and shall be applied against future fees. If the Fees for a subject month has not been incurred, or for any other reason has been credited or waived, you shall not be eligible for a Service Credit for that month. Should a Service Credit be earned in the final month of Services provided to you, we will apply the credit against outstanding amounts due to us under these Terms, and if no amounts are due, we will refund the credit amount to you.

The remedies set forth in the Service Commitment set forth your sole and exclusive remedies, and our sole and exclusive liabilities, in the event of any failure to meet the Service Commitment or any other outage, disruption or other degradation of, or problems with the Services. Service Credits will not entitle you to any other refund or payment from us.

For the avoidance of doubt, you agree that the Service Credit made available to you under these Terms for any failure to meet our Service Commitment or any of our other responsibilities detailed in these Terms constitutes our sole financial obligations with respect to such failure and is provided at our sole discretion. You agree that you are not entitled to any other credits, refunds or other remuneration of any kind from us with respect to any failure to meet the Service Commitment or any other outage, disruption, breach or other degradation of our Services or the terms of these Terms, even if otherwise provided for in these Terms, including but not limited to with respect to support and maintenance.

PRIVACY AND CONFIDENTIALITY

The privacy of your employees and customers is important to us. We shall comply with all state and federal privacy laws, including the provisions of the Gramm-Leach-Bliley Act. All nonpublic personal information related to any such individual which may be shared with us in the performance of the Services covered under these Terms shall be considered confidential information.

Each party shall take all reasonable steps to assure that any material or information considered by the other to be confidential which has or will come into the other’s possession or knowledge of in connection with these Terms, shall not be disclosed to others, in whole or in part, without the other party’s prior written permission, and shall be used solely for the purpose for which such material or information was provided and for no other purpose whatsoever. Parties consider information to be confidential if it is a trade secret or proprietary information which relates to either party’s past, present, and future research, development, and business activities, and which is information either identified as being confidential information, or which is information that a reasonable businessperson would understand to be confidential information. Examples of confidential information include, but are not limited to, the cost of the Services, written reports, and either party’s customer lists, pricing policies, market analyses, market projections, consulting and sales methods and techniques, expansion plans, programs, program decks, routines, subroutines, operating systems, object and source codes, updates thereto, and related items, including, but not limited to, specifications, layout, charts, and other like materials and documents, together with all information, data, and know-how, technical or otherwise, included therein, manuals, printouts, notes, and annotations on disks, diskettes, tapes or cassettes, both master and duplicates.

Neither party will have any obligation to maintain the confidentiality of any data or information which (i) was in receiving party’s lawful possession prior to the submission thereof by the other party, (ii) is later lawfully made available to the receiving party by a third party having no obligation of secrecy to the other party, (iii) is independently developed by the receiving party, (iv) is or later becomes available to the public through no act or failure to act by the receiving party, or (v) is required to be disclosed by a governmental agency or by a proper order of a court of competent jurisdiction; provided, however, that the receiving party will use its best efforts to minimize such disclosure and will consult with and assist the disclosing party in obtaining a protective order prior to such disclosure.

Parties may disclose confidential information as required by either party’s regulators or external auditors in the course of examinations or audits without prior notice to the other and without disclosure to the other party of the regulator’s or auditor’s request. The recipient party shall immediately return such confidential and/or proprietary information to the party providing the information upon the providing party’s request. However, neither party shall be obligated to return or destroy confidential information if it has been electronically archived by any such party in accordance with its automated security and/or disaster recovery procedures as in effect from time to time; provided that any such confidential information so retained shall remain subject to the confidentiality provisions contained herein for so long as it is retained by either party, irrespective of the term of this Agreement.

You may utilize the services of independent service providers who may necessarily gain access to our confidential information in the course of providing services to you. As a condition of each independent service provider’s access to our confidential information, the independent service provider shall execute an agreement with you in which the independent service provider agrees to use the information obtained from you concerning our confidential information, only to perform services for you, and agrees not to disclose any information concerning our confidential information to any third party.

DOCUMENT OWNERSHIP AND RESPONSIBILITIES

We do not claim ownership of any documents or information you either create or upload or email and store using our Services (“Documents”). You grant permission for us to use your Documents in connection with providing Services to you.

You acknowledge and agree that we may preserve these Documents as well as disclose them if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to accomplish any of the following: (1) to comply with legal process, applicable laws or government requests; (2) to enforce these Terms; (3) to respond to claims that any content violates the rights of third parties; or (4) to protect the rights, property, or personal safety of Stanford Hill, its users and the public. You understand that the technical processing and transmission of the Service, including your Documents and other content, may involve transmissions over third party networks and changes to conform and adapt to technical requirements of connecting networks or devices. You agree that we have no responsibility or liability for deleting or failing to store any Documents or other content maintained, emailed, or uploaded in relation to your use of our Services.

You agree not to include data in Documents or other content that we could consider or recognize as personally identifiable information (PII). PII includes, but is not limited to, information such as customer names, email addresses, personal mobile numbers, loan or deposit account numbers, and social security numbers. You agree that we have no responsibility or liability for the transmission or storage of any Documents or other content maintained, emailed, or uploaded in relation to your use of our Services that contains PII.

In case of incidental disclosure of PII or any other confidential information, you agree it is your sole responsibility to encrypt all Documents or other content provided to us in any manner, and otherwise implement appropriate security controls to mitigate any data security risks. You acknowledge that we offer various security controls on Accounts, including the ability to set strong passwords and use two-factor authentication (“2FA”), which you agree to implement. You acknowledge that you must take steps within your account to implement strong passwords and 2FA, which may require the use of SMS or third-party application services on your mobile device.

INTELLECTUAL PROPERTY RIGHTS

Stanford Hill retains all right, title and interest in and to its products and Services, including, without limitation, software, images, text, graphics, illustrations, logos, service marks, copyrights, photographs, videos, music, articles, document templates and all related intellectual property rights. Except as otherwise provided in the Terms, you may not, and may not permit others to:

reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our products and Services (other than documents you create through your membership, which you may use for your own personal use);
sell, license, sublicense, rent, lease, distribute, copy, publicly display, publish, adapt or edit any of our products and Services; or
circumvent or disable any security or technological features of our products and Services.

The design, text, graphics and selection and arrangement of our Services and the forms, documents, guidance and all other content found on our Services (“Service Content”) are copyright © Stanford Hill. All rights reserved.

Stanford Hill’s product or Services names, logos or slogans displayed on our Services are trademarks of Big Easy Advisors, LLC. You may not copy, imitate, or use them, in whole or in part, without our prior written consent. In addition, the look and feel of Stanford Hill is the service mark, trademark and/or trade dress of Big Easy Advisors, LLC and you may not copy, imitate or use it, in whole or in part, without our prior written consent. The names of actual companies and products you might encounter through us may be the trademarks of their respective owners. Nothing in these Terms or the Services should be understood as granting any license or right to use any of Stanford Hill’ or any third party’s trademarks displayed on our Services. All goodwill generated from the use of Stanford Hill’s trademarks is reserved for the use of Stanford Hill, exclusively.

Subject to your compliance with these Terms, you are hereby granted a non-exclusive, limited, non-transferable, revocable license to use the Services as we intend for them to be used. As a registered Account user, you are the owner of and are fully authorized to keep, for your own personal records, electronic or physical copies of documents you have uploaded, stored or created on our Services.

When you transmit public-facing user content on Stanford Hill, you hereby grant Stanford Hill a nonexclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any such content, including throughout the world in any media. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation or compensation to you. You acknowledge and agree thatStanford Hill is authorized to collect and use aggregated or anonymized information from or about you and other users and user-created information for the purposes of researching, developing, improving and marketing its Services.

Resale or unauthorized copying, use, storage, display or distribution of forms, articles, documents or other materials copied or downloaded from our Services is strictly prohibited. Use of these materials is for your personal or business use. Any resale or redistribution of our materials requires the express written consent of Stanford Hill. Any rights not expressly granted in these Terms are reserved by Stanford Hill.

LINKS TO THIRD PARTY SITES

Our Services may contain links to third party resources and businesses on the Internet, called here “links” or “Linked Site(s).” Those links are provided for your convenience to help you identify and locate other Internet resources that may be of interest to you.

We do not control, endorse, or monitor the contents of any Linked Site. That includes, without limitation, any further link contained in a Linked Site, and any changes or updates to a Linked Site. We are not responsible for webcasting or for any other form of transmission received from any Linked Site. These Terms do not cover your interaction with Linked Sites. You should carefully review the terms and conditions and privacy policies of any Linked Sites.

If you use any service provided on a Linked Site, (a) we will not be responsible for any act or omission of the third party, including the third party’s access to or use of your customer data and (b) we do not warrant or support any service provided by the third party.

TERM AND TERMINATION

These Terms are effective upon the date you first access or use the Services and continues until terminated by you or us. You may terminate these Terms by closing your Account at any time and ceasing to use the Services. If you use the Services again or register for another Account, you are consenting to these Terms. We may terminate these Terms, or close or suspend your Account at any time for any reason.

Termination does not immediately relieve you of obligations incurred by you under these Terms. In addition, upon termination you understand and agree that (i) all licenses granted to you by us under this Terms will end; (ii) we reserve the right (but have no obligation) to delete all of your information and account data stored on our servers; (iii) we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or account data; (iv) you are still liable to us for any Fees, Taxes, Expenses, or other financial obligation incurred by you or through your use of the Services prior to termination; and (v) your obligations and our rights under these terms under the headings “Privacy and Confidentiality”, “Payments and Fees”, and “Intellectual Property Rights” are perpetual.

AUTOMATIC RENEWAL

Upon the termination of any agreed upon service period as stated in any Additional Terms, the service period will automatically renew for additional monthly periods unless you otherwise provide a written notice at least sixty (60) days in advance of the termination date stated in the Additional Terms or any subsequent automatic extension.

DISCLAIMER OF REPRESENTATIONS OF LIABILITY

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

The information, software, products, and Services made available through us may include inaccuracies or typographical errors. We reserve the right at any time to modify, improve, suspend, or deprecate certain features of our Services. Regulatory Compliance Information received via us should not be relied upon exclusively for personal, business, legal, or financial decisions; rather, we recommend you use Regulatory Compliance Information from our Services in conjunction with the advice of your Organization Management and a licensed attorney, tailored to your situation. In short, your use of our Services is at your own risk.

TO THE FULLEST EXTENT PERMITTED BY LAW, STANFORD HILL MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. INFORMATION AND OPINIONS RECEIVED VIA OUR SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, BUSINESS, LEGAL OR FINANCIAL DECISIONS WITHOUT CONSULTING AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL STANFORD HILL, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT STANFORD HILL HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY LAW, STANFORD HILL’S AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO THE SERVICES SHALL IN NO EVENT EXCEED THE LESSER OF $1,000.00 (US) OR THE AMOUNT PAID BY YOU TO STANFORD HILL FOR THE PRECEDING MONTH OF THE SERVICES IN QUESTION.

THE PARTIES EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE FOREGOING DISCLAIMERS AND LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

RELEASE AND INDEMNITY

By using our Services, you, on behalf of yourself and your heirs, executors, agents, representatives, and assigns, fully release, forever discharge, and hold Stanford Hill, its partners (including any third-party companies engaged by Stanford Hills to fulfill its Services), and its and their respective officers, employees, directors and agents, harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, and actions of any kind and injury (including death) arising out of or relating to your use of the Services. You agree that this release has been freely and voluntarily consented to and you confirm that you fully understand what you are agreeing to.

You agree to indemnify and hold Stanford Hill, its partners (including any third-party companies engaged by Stanford Hill to fulfill its Services), and its and their respective officers, employees, directors and agent harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of any third party claims relating to your use of the Services, your violation of these Terms or your violation of any rights of another.

DISPUTE RESOLUTION BY BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

Most customer concerns can be resolved quickly and to the customer’s satisfaction by calling us. You can also email us at hello@bigeasybanking.com.

As a condition to your use of the Services, we mutually agree to first attempt to resolve any controversy or claim arising out of or relating to these Terms, or the breach thereof (including any monetary disputes or declaratory relief actions) (collectively, “Disputes”) informally. To initiate this informal dispute-resolution process, the party seeking resolution must first send the other, by certified mail, a written notice describing the Disputes and providing a specific request for resolution (“Written Notice of Dispute”) within sixty (60) calendar days of the first occurrence of the matter to which the Disputes is related. The party to which the Written Notice of Dispute is addressed has thirty (30) calendar days to send the party seeking resolution, via certified mail, a response to the Written Notice of Dispute (“Receiving Party Response”). The party seeking resolution has 30 (thirty) calendar days to send the other, via certified mail, it’s acceptance or rejection of the Receiving Party Response. If for any reason the party seeking resolution fails to respond to the Receiving Party Response within 30 (thirty) calendar days, the Disputes will considered to be fully settled by the parties, and we mutually agree that the party seeking resolution may not make any further claims or take any further action related to the Disputes.

If the receiving party fails to send or deliver the Receiving Party Response within the aforementioned time period, or if the party seeking resolution rejects the Receiving Party Response, we mutually agree that the Disputes will be settled by arbitration administered by Ejudicate, Inc. (d/b/a ejudicate.com) in accordance with Ejudicate’s then published rules, E-Judge selection procedures, discovery restrictions, document and evidentiary review, and live-hearing conditions found at www.ejudicate.com. We mutually agree that hearings and live testimony are limited and will be initiated solely at the discretion of the Arbitrator and that the Arbitrator may, at his or her sole discretion, make a ruling based solely on the evidence, documents and written testimony submitted by the parties.

The Ejudicate, Inc. arbitrator’s decision is final and binding on the parties and judgment may be entered thereon. Judgment on the award rendered by the arbitrator may be entered in any court that has proper jurisdiction. In the event a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator’s award, or fails to comply with arbitrator’s award, the other party is entitled to costs of suit including reasonable attorney fees and costs for having to compel arbitration or defend or enforce the award.

Any notice to Stanford Hill required under this section should be addressed to Stanford Hill, c/o Big Easy Advisors, LLC, 3436 Magazine Street, Unit #7200, New Orleans, LA 70115. Any notice to you required under this section shall be sent to your address as set forth in Stanford Hill records of account or such other legal address as Stanford Hill is able to identify. If Stanford Hill is unable to identify an address for you that would allow for the delivery of a notice required under this section via certified mail, it may elect another method of delivery, such as sending US First-Class or via electronic mail.

You may only resolve Disputes with Stanford Hill on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations aren’t allowed.

Notwithstanding our agreement to arbitrate our Disputes as provided above, the following exceptions will apply to the resolution of Disputes between us:

Stanford Hill, in its sole discretion, may bring a lawsuit against you in any court of competent jurisdiction without first engaging in arbitration or the informal dispute-resolution process described above for either (a) non-payment of any Fees, Taxes, or Expenses owed by you under these Terms, or (b) injunctive relief to stop any unauthorized use or abuse of the Services or intellectual property infringement.
In the event that the agreement to arbitrate provided herein is found to be inapplicable or unenforceable for any reason, then as a condition to your use of the Services we agree that any resulting judicial proceedings will be brought in the federal or state courts of Baton Rouge, Louisiana, and by your use of the Services you expressly consent to venue and personal jurisdiction of the courts therein.

Stanford Hill may, in the future, make changes to these provisions regarding informal dispute-resolution and arbitration by providing notice in accordance with the “Modifications” section below. You may reject any changes to this section made during the term of this Agreement by sending us written notice. Such notice must be given within thirty (30) calendar days of the notice of modification to the following address: Stanford Hill, c/o Big Easy Advisors, LLC, 3436 Magazine Street, Unit #7200, New Orleans, LA 70115.

CONTROLLING LAW

These Terms are governed by the law of Louisiana, U.S.A., unless preempted by U.S. federal law, without regard to conflict of law rules.

ENTIRE AGREEMENT

These Terms constitute the entire agreement between you and Stanford Hill with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms. These Terms create no third-party beneficiary rights other than as otherwise specifically stated in these Terms.

MODIFICATIONS

We may revise these Terms from time to time and will always post the most current version on our website. By continuing to use or access the Services after the revisions come into effect, you agree to be bound by the revised Terms. We encourage users to periodically review the Terms to ensure that you understand them in their entirety.

WAIVER, SEVERABILITY AND ASSIGNMENT

Stanford Hill’s failure to enforce a provision is not a waiver of its right to do so later. If a provision of these Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting the intent of the unenforceable language as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Stanford Hill may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.