These Merchant Terms of Service are the subscription agreement between Synchronized Group, LLC (operator of the Ordinatus platform) and an organization that subscribes to Ordinatus. They are distinct from the customer-facing Terms of Service that an organization’s own customers see when buying sessions, and from the Privacy Policy. Our processing of customer personal data is governed by the Data Processing Agreement, incorporated by reference (§10).
1.1 These Merchant Terms of Service (“Terms”) are a binding agreement between Synchronized Group, LLC, 106 N. Denton Tap Rd., Suite 210-223, Coppell, Texas 75019, USA, which operates the Ordinatus platform (“Ordinatus”, “we”, “us”), and the organization that subscribes (“Organization”, “you”).
1.2 By creating an Organization account, clicking to accept, or using the Platform, the person accepting represents they are authorized to bind the Organization, and the Organization agrees to these Terms.
3.1 Grant. Subject to these Terms and payment of fees, we grant the Organization a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform for its internal business purpose of scheduling and selling Sessions to its Customers, during the Subscription term.
3.2 Restrictions. You will not, and will not permit any Authorized User or third party to: (a) resell, sublicense, or provide the Platform to third parties except to serve your own Customers as intended; (b) reverse engineer, copy, or create derivative works of the Platform except as permitted by law; (c) circumvent usage or security controls; (d) use the Platform to violate law or third-party rights; or (e) interfere with or overload the Platform.
3.3 Changes to the Platform. We may modify, add, or remove features over time. We will not materially reduce core functionality you rely on without notice where practicable.
4.1 You are responsible for your Authorized Users’ actions and for all activity under your account.
4.2 You will keep credentials confidential, use available security features (including two-factor authentication where your policy or ours requires it), and notify us promptly of any unauthorized access.
4.3 You are responsible for the accuracy of the account, organization, and Session information you enter.
5.1 Fees. You will pay the subscription fees set out in your plan, order form, or invoice.
5.2 Billing. Subscription fees are invoiced and payable on the stated due date. Billing is currently administered manually by Ordinatus; there is no in-Platform card billing for the Subscription.
5.3 Taxes. Fees are exclusive of taxes; you are responsible for applicable taxes other than taxes on our income.
5.4 Late / non-payment. We may suspend access for overdue amounts after 15 days.
5.5 No refunds of subscription fees except where required by law or expressly stated. This is separate from Customer refunds for Sessions, which you control (see §6).
6.1 You are the merchant of record for Sessions. Sessions are sold by you to your Customers. Ordinatus is not a party to, and is not the seller or merchant of, any Session. We provide scheduling and facilitate payment on your behalf through a third-party processor (the Organization’s Shopify store); we do not sell, provide, or guarantee any Session.
6.2 You set the terms of every Session — pricing, taxes/fees, cancellation, no-show, rescheduling, deposits/advance payment, and refund eligibility and amounts — and you publish and honor them to your Customers. The Platform may provide tools to request cancellations, reschedules, or refunds, but whether and on what terms these are granted is determined solely by your policy.
6.3 Customer disputes about Sessions — quality, delivery, cancellations, refunds — are between you and your Customer. We are not responsible for the acts, omissions, or policies of any Organization or Trainer.
6.4 Lawful data collection. You control the intake forms and any fields you add beyond the platform defaults (name, email, phone). You are responsible for the lawfulness of the personal data you collect, for providing required notices, and for obtaining any consents from your Customers. You will not use the Platform to collect special-category/sensitive data unless lawfully permitted and necessary.
6.5 Your third-party accounts. Integrations (Shopify, Google, Microsoft, Zoho) run through your own accounts with those providers. You are responsible for those accounts, for complying with those providers’ terms, and for the fees they charge.
6.6 Acceptable use. You will not use the Platform for unlawful, deceptive, infringing, or harmful purposes, or to send unsolicited messages in violation of law.
7.1 Customer payments for Sessions are processed through your Shopify store’s checkout. Your Shopify store is the merchant of record for those payments. Ordinatus does not receive, hold, or disburse Customer payments for Sessions and does not store Customer payment card details.
7.2 Payment processor fees, payout timing, chargebacks, and refunds for Session payments are governed by your agreement with Shopify and your own policies.
8.1 Our IP. We and our licensors own the Platform and all related intellectual property. No rights are granted except the limited license in §3.
8.2 Your data. As between the parties, you own your Customer Data and the content you submit. You grant us a license to host, process, and transmit it solely to provide and support the Platform and as described in the DPA.
8.3 Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation.
Each party will protect the other’s non-public information disclosed under these Terms with reasonable care and use it only to perform under these Terms, except for information that is public, independently developed, or required to be disclosed by law.
10.1 Our processing of Customer Data on your behalf is governed by the Data Processing Agreement, which is incorporated into these Terms by reference. For Customer Data, you are the Controller/Business and we are the Processor/Service Provider.
10.2 Our handling of your account/administrative data and our own operation of the Platform is governed by our Privacy Policy.
11.1 Each party warrants it has the authority to enter these Terms.
11.2 THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” To the maximum extent permitted by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant uninterrupted or error-free operation and provide no uptime SLA; we use commercially reasonable efforts to keep the Platform available.
12.1 To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, data, or goodwill.
12.2 Our total aggregate liability arising out of or relating to these Terms will not exceed the subscription fees you paid to us in the 6 months preceding the event giving rise to the claim.
12.3 These limits do not apply to a party’s liability for fraud, willful misconduct, or a party’s indemnification obligations to the extent prohibited by law.
12.4 You acknowledge that we are a facilitator, not a party to Session transactions, and that we are not liable for Sessions, Customer disputes, or the acts of any Organization, Trainer, or Customer.
You will defend, indemnify, and hold harmless Ordinatus and its owners, officers, and agents from third-party claims, damages, and costs arising out of: (a) your Sessions and your relationship with your Customers; (b) your refund/cancellation and other policies; (c) your data-collection practices or content; (d) your breach of these Terms or violation of law; and (e) your use of third-party integrations.
14.1 Term. These Terms apply for the duration of your Subscription and any renewals.
14.2 Termination for cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of notice.
14.3 Suspension. We may suspend access for non-payment, security risk, or violation of §6.6, with notice where practicable.
14.4 Effect of termination. Your right to use the Platform ends. We will handle Customer Data on termination as set out in the DPA — deletion or anonymization within 60 days, with export available on request before deletion. Accrued fees remain due. Sections that by their nature survive (IP, confidentiality, liability, indemnity, governing law) survive termination.
We may update these Terms to reflect changes in law or the Platform. We will notify you of material changes via the Platform or email; continued use after the effective date constitutes acceptance. The version accepted is recorded against your Organization.
These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Denton County, Texas.
17.1 Entire agreement. These Terms, the DPA, the Privacy Policy, and any order form/plan are the entire agreement and supersede prior agreements on the subject.
17.2 Order of precedence. On a data-protection matter, the DPA controls; otherwise, an order form’s specific terms control over these Terms for that order.
17.3 Assignment. You may not assign these Terms without our consent; we may assign to an affiliate or successor.
17.4 Independent contractors. The parties are independent; nothing creates a partnership, agency, or joint venture.
17.5 No third-party beneficiaries. These Terms do not create rights for Customers or any third party.
17.6 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
17.7 Severability / waiver. If a provision is unenforceable, the rest remains in effect; a waiver must be in writing.
17.8 Notices. Notices to Ordinatus: [email protected]. Notices to you: your account or admin email of record.
By creating an Organization account or subscribing to Ordinatus, the person accepting on the Organization’s behalf represents that they are authorized to bind the Organization, and the Organization accepts these Terms.