This Service Agreement governs automation and data engineering services provided by State Rowe LLC ("State Rowe," "we," "us") to the client identified in an accepted Blueprint ("Client," "you"). By paying a setup fee or subscribing to a monthly retainer, you agree to these terms.
1. The Blueprint
Each engagement begins with a written Blueprint describing the system to be built, its acceptance criteria, the one-time setup fee, and the monthly retainer. The accepted Blueprint is incorporated into this Agreement. Work outside the Blueprint's scope requires a new or amended Blueprint.
2. Build & Acceptance
We build the system at no charge. The system is deemed accepted at the earliest of: (a) it meets the Blueprint's acceptance criteria, (b) you begin using it in normal business operations, or (c) ten (10) business days after we deliver it for verification without written objection.
3. Fees & Billing
The one-time setup fee is due at acceptance. The monthly retainer begins at acceptance and is billed monthly in advance via Stripe. If a payment fails and is not cured within ten (10) days of notice, we may suspend hosted systems until the account is brought current.
4. The Retainer
While the retainer is active, we provide hosting and orchestration of the system, automated 24/7 error monitoring, remediation of failures and third-party platform changes, and a monthly performance report. Issues are acknowledged within one business day, and we use prompt, commercially reasonable efforts to resolve them.
5. Intellectual Property & License
State Rowe owns all right, title, and interest in the systems, code, workflows, configurations, documentation, and know-how it creates under this Agreement, including improvements and generalized components, which we may reuse for other clients. You receive a non-exclusive, non-transferable license to use the system for your internal business purposes while your retainer is active. No ownership transfers under this Agreement.
6. Your Data
Business data belonging to you remains yours. Upon termination, we will provide reasonable assistance exporting your data from systems we host, after which those systems are decommissioned.
7. Term & Termination
The retainer runs month to month. Either party may cancel with thirty (30) days' written notice. When the retainer ends, the license ends and hosted systems are decommissioned following the data export period described above.
8. Third-Party Platforms
Systems depend on third-party services — APIs, software platforms, and hosting providers — that we do not control. We are not responsible for their outages, changes, or pricing, though remediation of resulting breakage is covered under an active retainer.
9. Disclaimers & Limitation of Liability
Except as stated in the Blueprint, services are provided "as is," and we do not warrant uninterrupted or error-free operation. Our total liability under this Agreement is limited to the retainer fees paid in the three (3) months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages.
10. General
State Rowe is an independent contractor. This Agreement is governed by the laws of the Commonwealth of Virginia, with disputes subject to the applicable courts in Virginia. Together with the accepted Blueprint, it is the entire agreement between the parties and supersedes prior discussions. We may update these terms prospectively with notice; continued subscription after notice constitutes acceptance.
Contact
Questions about this Agreement? Reach us at contact@staterowe.com.