STANDARD TERMS AND CONDITIONS
Last Updated: June 30, 2026
These Standard Terms and Conditions (“Terms”) govern the technical consulting, software development, cloud infrastructure, and compliance support services provided by Logical Things, Inc. (“Logical Things,” “we,” “us,” or “our”) to the client executing a Work Agreement or accessing our services (“Client,” “you,” or “your”). By executing a Work Agreement with Logical Things, or by utilizing our deliverables, you agree to be bound by these Terms.
1. Shared Responsibility Model for Security & Compliance
Logical Things provides technical infrastructure, software configurations, and consulting services designed to support industry compliance frameworks (including but not limited to HIPAA, GDPR, CCPA, and CIPA). However, data security is a shared responsibility.
- Logical Things’ Responsibility: We are responsible for delivering the specific technical configurations, server-side code, and secure cloud architectures explicitly outlined in your executed Work Agreement.
- Client’s Responsibility: You retain sole responsibility for your operational security and day-to-day data handling. This includes, but is not limited to: enforcing strong password policies, securing endpoint devices and office computers, training your workforce on data privacy, managing user access levels, obtaining required patient or user consents, and ensuring that internal communications (such as hitting “Reply” to patient notifications from standard email clients) are handled securely. Logical Things is not liable for data breaches resulting from operational negligence, compromised client user accounts, or platform vulnerabilities outside our direct, managed infrastructure.
2. Regulatory Roles & Data Processing
For the purposes of applicable data privacy laws, you act as the “Data Controller,” “Business,” or “Covered Entity,” and Logical Things acts as the “Data Processor,” “Service Provider,” or “Business Associate.” You represent and warrant that you possess the legal right, valid permissions, and necessary patient/user consents to collect, process, and transfer any data—including Protected Health Information (PHI)—provided to Logical Things or processed through the digital infrastructure configured by Logical Things.
2.1. Regulatory Compliance & Health Privacy
2.1a Business Associate Agreement (BAA) Chain & Provider Warranties
Client acknowledges that Argon Pipeline acts strictly as a stateless conduit and pass-through relay for form submissions. Client represents and warrants that:
- Client maintains an active, legally binding Business Associate Agreement (BAA) with its primary email and cloud office suite provider (e.g., Google Workspace, Microsoft 365/Azure) used to receive form payloads transmitted by Argon Pipeline.
- Client shall maintain appropriate administrative, physical, and technical safeguards within its designated email inboxes to protect Protected Health Information (PHI) in accordance with the HIPAA Security Rule (45 C.F.R. Part 164, Subpart C).
2.1b Website Notices & Patient Consent Obligations
Client is solely responsible for the legal compliance of the client-facing website(s) hosting Argon Pipeline forms. Client represents and warrants that:
- Texas Electronic Disclosure Notice: Pursuant to Section 181.154 of the Texas Health and Safety Code (Texas Medical Records Privacy Act), Client shall post and maintain a clear, conspicuous notice on all web pages hosting Argon Pipeline forms informing website visitors that Protected Health Information (PHI) is collected, processed, and transmitted electronically.
- Unencrypted Communication Risk Acknowledgments: Client shall maintain valid, mandatory patient consent checkboxes on all digital intake forms that explicitly warn patients of the inherent security risks associated with standard, unencrypted email and SMS communications prior to transmission.
2.1c Indemnification
Client agrees to defend, indemnify, and hold harmless Logical Things, LLC (and its members, officers, and contractors) from and against any third-party claims, administrative fines, or regulatory penalties arising out of Client’s failure to maintain active BAAs with its upstream providers or Client’s failure to display required state or federal privacy notices on its public websites.
3. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LOGICAL THINGS, INC., ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, DATA LOSS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR ANY REGULATORY FINES, AUDIT PENALTIES, OR CIVIL JUDGMENTS (INCLUDING HIPAA, GDPR, OR CCPA FINES) INCURRED BY THE CLIENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE).
THE TOTAL AGGREGATE LIABILITY OF LOGICAL THINGS ARISING OUT OF OR RELATING TO ANY SERVICE PROVIDED SHALL BE STRICTLY LIMITED TO THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO LOGICAL THINGS UNDER THE SPECIFIC WORK AGREEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT.
4. Indemnification
You agree to defend, indemnify, and hold harmless Logical Things, Inc., its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, regulatory fines, and expenses (including reasonable attorney’s fees) arising from or relating to:
- (a) Your violation of any local, state, federal, or international regulation regarding data privacy, accessibility, or security;
- (b) Your operational failure to protect or handle Protected Health Information (PHI) or Personally Identifiable Information (PII) securely;
- (c) Any third-party, consumer, or patient claims arising out of data captured, maintained, or transmitted via your website or digital infrastructure.
5. Technical Warranties & Disclaimers
Logical Things warrants that its technical services will be performed in a professional, workmanlike manner aligned with standard industry practices. HOWEVER, LOGICAL THINGS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
While we build systems to significantly mitigate risk, Logical Things does not guarantee that any software, third-party plugin, API integration, or cloud architecture will be permanently immune to cyberattacks, security exploits, or unauthorized access, as no digital environment can be guaranteed to be 100% secure.
6. Scope Modifications & Post-Delivery Performance Snapshot
The software configurations, tracking pixel removals, privacy banners, cookie consents, and technical optimizations delivered by Logical Things represent a compliance and performance snapshot of your digital assets at the exact time of project delivery.
Logical Things shall not be held liable for any subsequent compliance failures, regulatory violations, or drops in technical testing scores (including Google Lighthouse Accessibility scores) resulting from:
- (a) Post-delivery modifications, text updates, code injections, or structural tracking additions made to the website or cloud container by the Client, its employees, or third-party marketing vendors;
- (b) Platform-wide codebase updates, feature deprecations, or security changes implemented automatically by third-party hosting platforms (e.g., Squarespace, Microsoft 365);
- (c) Requests by the Client that fall outside the explicitly defined scope of the original Work Agreement.
Any post-delivery compliance audits, routine tracking reassessments, or updates required due to evolving software updates must be executed under a separate, written Scope Change Order or an ongoing maintenance agreement.
7. Governing Law & Venue
These Terms, along with any separate Work Agreements executed with Logical Things, Inc., shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles. Any legal action or proceeding arising out of these Terms must be brought exclusively in the state or federal courts located in Travis County, Texas, and both parties hereby consent to the personal jurisdiction and venue therein.
8. Updates to These Terms
Logical Things reserves the right to modify these Standard Terms and Conditions at any time to reflect changing technical capabilities, infrastructure upgrades, or evolving regulatory landscapes. The date of the most recent revision will always be displayed at the top of this page. Your continued engagement of our services following the posting of modifications indicates your explicit acceptance of the updated Terms.