Terms of Service

Agreement to these terms

These Terms of Service are a binding agreement between you and Henry Labs LLC, a Texas limited liability company (“we,” “us”). Henry Labs LLC provides ShiftRounds. These terms cover the website at shiftrounds.com, the console at app.shiftrounds.com, and the ShiftRounds app for iPhone, iPad and Android (together, the “Service”).

By creating an account, accepting an invitation, or otherwise using the Service, you agree to these terms and to our Privacy Policy. If you don’t agree, don’t use the Service. If your utility has a separate written agreement with us that covers the Service, such as a pilot agreement, it controls where it conflicts with these terms.

Limitation of liability limits what we owe you. Dispute resolution and arbitration sends most disputes to individual arbitration and gives up the right to a jury trial and to a class action. Please read both carefully.

Eligibility and authority

You must be at least 18 to use the Service. ShiftRounds is workplace software for water and wastewater utilities. It isn’t offered to consumers for personal or household use. It’s offered only to utilities in the United States.

If you accept these terms for a utility (a city, district, authority, company or other organization), you confirm that you have authority to bind it. Then “you” means both you and the utility. The utility is responsible for how its people use the Service.

What ShiftRounds is

ShiftRounds is a record of operator rounds. Supervisors build routes of checkpoints. Operators walk them, record readings, status and leak checks, take photos, tap NFC tags, and report issues. ShiftRounds compares each reading with the limits your utility set, marks findings, sends reports and alerts, and keeps issues open until someone closes them.

ShiftRounds doesn’t connect to your SCADA system, instruments or any plant control equipment. It doesn’t measure anything or control anything. Every reading in it was entered by a person on your team.

Accounts, roles and devices

You’re responsible for keeping your account details accurate, for keeping your password and PIN to yourself, and for what happens under your account. Tell us at info@shiftrounds.com right away if you think someone else has used it.

Each person at a utility has a role: owner, chief operator, supervisor, buyer, operator or user. The role, and the plants a person is given, decide what they see and can change. Owners and chief operators run the utility and its people. Supervisors set up routes and checkpoints and look after operators at their plants. We don’t settle disputes inside a utility about who should have access.

A shared device, such as a control-room iPad, signs in as itself, and each person unlocks it with a four-digit PIN. A PIN, and the optional Face ID lock on a personal phone, are conveniences, not a substitute for account security. Anyone holding an unlocked device can see your utility’s records and record readings as the person who unlocked it. You’re responsible for the devices your team uses.

Your utility’s records

Your utility owns the records it keeps in ShiftRounds: its plant setup, rounds, readings, photos, tag taps, skips and issues. You give us a non-exclusive, royalty-free license to host, copy, send, show and process those records only to provide, secure and improve the Service, and to follow the law. That license ends when the records are deleted.

We don’t claim ownership of your utility’s records. We don’t sell them, show them to other customers, or use them to train machine-learning models.

The free trial, the plan and billing

The free trial. A new utility starts with a free trial of 15 days from the day it’s set up. Starting it takes no card or other payment details. We may change or withdraw the trial offer for new utilities at any time.

The plan. After the trial, ShiftRounds is a subscription. There is one plan, priced per plant, with every feature. A plant counts if your utility runs it in ShiftRounds; the sample plant a trial starts with doesn’t. Your utility pays monthly or yearly, at the price the console shows when it subscribes. The subscription renews for the same period until it’s canceled. If the price changes, we’ll tell your utility before it applies, and the new price starts at the next renewal.

Paying by card. Your utility subscribes in the console, on the web, and pays by card through Stripe, our payment processor. Stripe collects the card details on its own pages. By subscribing, your utility authorizes us and Stripe to charge its card for the fees and any taxes each period until it cancels.

Paying by invoice. On request, we bill your utility by invoice instead. Write to info@shiftrounds.com. An invoice is due 30 days after its date (net 30).

Adding plants. A plant added during a subscription adds its fee to the subscription. We confirm the new amount with your utility before it’s billed. A plant taken out of service comes off the bill at the next renewal, with nothing credited for the time already paid.

Taxes. Fees don’t include sales or similar taxes. Where we collect them, they’re added to the bill. A tax-exempt utility, such as a city or a water district, gives us a valid exemption certificate, and isn’t charged those taxes once we have it.

A payment that doesn’t go through. If a card payment fails or an invoice goes unpaid, we’ll tell your utility, and everything keeps working for a time. If it stays unpaid, we may end the subscription, as described below.

Canceling. Your utility can cancel at any time in Stripe’s billing portal, opened from the console, or, if it pays by invoice, by writing to us. Canceling takes effect at the end of the period already paid for, and everything keeps working until then. We don’t refund fees, including for part of a period, for unused time, or for time ShiftRounds wasn’t used, unless the law requires it.

When a trial or subscription ends. If a trial ends without a subscription, or a subscription ends, your utility becomes read-only. Its people can still sign in and read everything it recorded, but nothing new is saved. A phone keeps what’s recorded on it after that, and can send it if your utility subscribes again. Thirty days after the trial or subscription ended, the utility is deleted, with all its records and photos. We email your utility’s owners and chief operators before that date. Subscribing before then makes it writable again, with nothing lost. After deletion, we can’t get the records back.

Acceptable use

You agree not to:

• use the Service unlawfully, or in a way that breaks any rule that applies to your plant;
• reach a utility’s records without permission, or try to get around roles, plants or PINs;
• probe, scan or test the Service for weaknesses, or get around its security or sign-in, without our written permission;
• upload malware, or content that is unlawful or infringes someone else’s rights;
• copy data out of the Service by automated means, or use it to build a competing product;
• reverse engineer, decompile or disassemble the Service, except where the law allows it anyway;
• resell or provide the Service to others without our written agreement;
• put an unreasonable load on the Service, or interfere with how it runs or with other customers; or
• misrepresent who you are or your authority to act for a utility.

We may look into suspected violations and act on them, including removing content, suspending access and reporting to law enforcement where that’s warranted.

Your content

You’re responsible for what your team records, writes and photographs. We don’t screen it. We may, but don’t have to, remove content that breaks these terms or that the law requires us to remove. If we do, we’ll tell your utility’s owners and chief operators, unless the law prevents it.

Professional judgment and safety

ShiftRounds is a record and a reminder. It isn’t a safety system, an alarm system, a monitoring system, or a substitute for the judgment of qualified, licensed operators.

Findings, alerts, overdue notices, trends and flow figures are worked out from the readings your team enters and the limits your utility set. They’re only as good as those. A mistyped reading, a wrong limit, a meter’s dial set to the wrong unit, a skipped checkpoint or a round that wasn’t walked will all change them.

You and your utility stay solely responsible for operating your plant, for responding to leaks, faults and alarms, for the safety of your people, and for following every rule that applies to your plant. In particular:

• Check before acting. Confirm a gauge, meter or condition yourself before you act on a number in ShiftRounds.
• Don’t rely on it as an alarm. ShiftRounds can’t detect a leak, a failed pump, a gas release or anything else until someone records it.
• Check flow before reporting it. A flow in MGD is arithmetic from two meter readings and the time between them. Check it before it goes on a report to your state.
• A tag tap is narrow evidence. “Tapped” means the phone touched the tag of the checkpoint’s area within the hour before the checkpoint was finished, or, for a checkpoint with a tag of its own, that tag within 15 minutes. It doesn’t prove a reading is right, and a determined person can copy a tag’s serial number onto another chip.
• Keep the records you’re required to keep. ShiftRounds isn’t certified as a regulatory record-keeping system anywhere. You remain responsible for the records your state or primacy agency requires.

Offline use, sending and alerts

ShiftRounds works with no signal. A phone saves what’s recorded and sends it when it has signal, which may be hours later. Until then, nobody else sees it, no alert goes out, and the round’s report isn’t sent. A phone’s copy of routes and issues may also be out of date until it next has signal. Treat the phone in your hand as a copy that may be behind.

Report emails and leak, critical and overdue alerts depend on the phone sending, on email and push services, and on the permissions you grant. They may be late, filtered as spam, held back by the phone, or not delivered at all. Don’t rely on ShiftRounds as the main or only way you hear about anything that matters.

Connecting ChemLevel

If your utility also uses ChemLevel, a chemical tank and chlorine cylinder tracking product that Henry Labs LLC also provides, an owner or chief operator may connect the two. Connecting tells us to send the tank levels and chlorine cylinder weights your utility chooses, with who read them and when, to your utility’s ChemLevel. ChemLevel is a separate product, under its own terms and privacy policy, and takes these readings only on its Team plan.

A reading goes to ChemLevel only after it reaches ShiftRounds, so it may be late, as described above. ChemLevel may refuse a reading, and readings wait while the connection is broken; the ChemLevel page in the console lists what wasn’t taken. Disconnecting stops new readings going. Readings already in ChemLevel stay there.

Intellectual property

The Service, including its software, design, documentation and the ShiftRounds name, belongs to us and is protected by law. Subject to these terms, we give your utility a limited, non-exclusive, non-transferable, revocable license to use the Service for its own internal operations. We keep all rights we don’t expressly grant. These terms give no right to our name or branding beyond what’s needed to use the Service.

Feedback

We welcome suggestions, and we often build them. If you send us feedback or ideas, you give us a perpetual, irrevocable, royalty-free right to use them in any way, with no obligation to you. You don’t have to send feedback, and nothing you send is treated as confidential unless we agree in writing.

Third-party services

The Service depends on other companies for hosting, sign-in, storage, email, push alerts, payments and app distribution. Our Privacy Policy names them. We aren’t responsible for their services or for sites we link to, and your use of them is governed by their own terms, including Apple’s for the app.

Availability and changes

We aim to keep the Service running and to give notice of planned maintenance where we can. We don’t promise it will run without interruption or error, and no service level agreement applies unless we’ve signed one with your utility. We may add, change or remove features, and we may change or end the Service. If we end it, or take away something your utility depends on, we’ll give reasonable notice first and a reasonable chance to get a copy of your utility’s records.

Leaving, suspension and your records

You may stop using the Service at any time. You can delete your own account in the app, under More, then Delete my account, or in the console at Your account. Your name and initials stay on your utility’s records. If you’re the last owner or chief operator who can sign in, and others still use the utility, make someone else an owner or chief operator first. If nobody else is in your utility, it’s deleted with your account, with all its records. Our Privacy Policy says exactly what goes and what stays.

A utility that wants to close its account and have its records deleted can write to info@shiftrounds.com. When a trial or subscription ends, the utility is read-only for 30 days and then deleted, as described in The free trial, the plan and billing.

We may suspend or end access for a serious breach of these terms, for fees left unpaid, to protect the Service or its users, or if the law requires it. Where it’s practical and lawful, we’ll give notice and a chance to fix the problem first.

Sections that by their nature should survive the end of this agreement do survive it. These include your utility’s records, the disclaimer of warranties, the limitation of liability, indemnification, dispute resolution and governing law.

Disclaimer of warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THAT, WE DON’T WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE; THAT ANY FINDING, ALERT, OVERDUE NOTICE, TREND OR FLOW FIGURE WILL BE ACCURATE OR WILL PREVENT A FAILURE, LEAK OR VIOLATION; THAT EMAILS OR ALERTS WILL BE DELIVERED; OR THAT ANY RECORD IN THE SERVICE IS CURRENT OR COMPLETE. SOME STATES DON’T ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

Limitation of liability

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER HENRY LABS LLC NOR ITS OFFICERS, EMPLOYEES OR SUPPLIERS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST OR CORRUPTED DATA, BUSINESS INTERRUPTION, REGULATORY PENALTIES, REMEDIATION COSTS OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SERVICE, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE FEES YOUR UTILITY PAID US IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS.

THESE LIMITS APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY DON’T APPLY TO LIABILITY THE LAW DOESN’T ALLOW TO BE LIMITED, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, FOR FRAUD, OR FOR WILLFUL MISCONDUCT. SOME STATES DON’T ALLOW CERTAIN LIMITS, SO SOME OF THESE MAY NOT APPLY TO YOU.

You agree that the price of the Service reflects this sharing of risk, that ShiftRounds isn’t priced as a safety system, and that you keep responsibility for the checks and safeguards described in Professional judgment and safety.

Indemnification

You will defend, indemnify and hold harmless Henry Labs LLC and its officers, employees and agents from any third-party claim, and any resulting loss, liability, damage, cost or reasonable attorneys’ fees, arising out of or relating to: your utility’s records, including any claim that they infringe someone else’s rights; your use of the Service in breach of these terms or the law; or a decision about operating, maintaining or responding at your plant made by you or your utility. We’ll tell you about any such claim, let you control the defense (we may take part with our own lawyers), and cooperate reasonably at your expense. You may not settle a claim in a way that puts an obligation on us without our written consent.

If you are a public entity, this section applies only as far as the law allows you to agree to it.

Force majeure

Neither of us is liable for a failure or delay caused by circumstances beyond its reasonable control. These include natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor disputes, government action, a failure of the internet or of a utility service, or a failure of a hosting, storage, email or push provider. This doesn’t excuse paying amounts already due.

Dispute resolution and arbitration

Please read this section carefully. It affects how disputes between us are resolved.

Informal resolution first. Before starting a formal proceeding, you agree to write to us at info@shiftrounds.com describing the dispute and what you want, and to give us 30 days to resolve it. Most problems are solved this way.

Binding arbitration. If we can’t resolve a dispute informally, you and we agree that any dispute arising out of or relating to these terms or the Service will be resolved by final and binding arbitration. It will be run by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in Houston, Texas. The arbitrator may award the same individual relief a court could, and judgment on the award may be entered in any court with jurisdiction.

Exceptions. Either of us may bring an individual claim in small claims court, and either of us may ask a court for an injunction or other equitable relief to protect its intellectual property or confidential information.

Class action waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. YOU AND WE EACH GIVE UP ANY RIGHT TO BRING OR TAKE PART IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable for a particular claim, that claim will go to court, and the rest of this section still applies.

Jury trial waiver. If a dispute goes to court instead of arbitration, you and we each give up any right to a jury trial.

Opting out. You may opt out of this arbitration and class waiver section by writing to info@shiftrounds.com within 30 days of first accepting these terms, with your name, your utility, and a statement that you opt out. Opting out doesn’t affect the rest of these terms.

This section doesn’t apply where the law forbids it, including where a party is a public entity that can’t agree to arbitrate.

Governing law and venue

These terms are governed by the laws of the State of Texas, without regard to conflict of law rules, and by the Federal Arbitration Act as to Dispute resolution and arbitration. Where a dispute goes to court, you and we consent to the exclusive jurisdiction and venue of the state and federal courts in Harris County, Texas. The United Nations Convention on Contracts for the International Sale of Goods doesn’t apply. If you are a public entity, nothing here waives any right or immunity the law doesn’t let you waive.

Changes to these terms

We may update these terms as the Service or the law changes, and we’ll change the date at the top. For material changes, we’ll also tell utilities by email or in the Service before they take effect. Using the Service after a change takes effect means you accept the updated terms. If you don’t, stop using the Service and write to us about closing your utility’s account.

General

• Entire agreement. These terms and the Privacy Policy are the whole agreement between you and us about the Service, replacing earlier discussions, unless a signed agreement with your utility says otherwise.
• Severability. If a provision can’t be enforced, it’s changed as little as needed to make it enforceable, or removed, and the rest stays in effect.
• No waiver. Not enforcing a provision isn’t a waiver of the right to enforce it later.
• Assignment. You may not transfer these terms without our written consent, except to a successor to your utility. We may transfer them as part of a merger, acquisition or sale of assets.
• No third-party beneficiaries. These terms create no rights for anyone but you and us.
• Notices. We may give notice by email to the address on your account, or in the Service. Notices to us go to info@shiftrounds.com.
• Relationship. Nothing here creates a partnership, joint venture, employment or agency relationship.
• Export and sanctions. You confirm that you aren’t subject to sanctions, and you agree to follow export control laws.
• Government use. If you are a US government entity, the Service is “commercial computer software,” and its use, copying and disclosure are subject to these terms.

Contact us

Questions about these terms go to info@shiftrounds.com, or by mail to Henry Labs LLC, 311 Deerwood Dr, Trinity, TX 75862.