Remedy 365 | Tentra

Provider will deliver digital advertising services as described in the IO, which may include audience building,  media activation, programmatic campaign management, and performance reporting. Services are performed  using Tentra's proprietary audience platform, which accesses consumer identity data through a secure, read 

only environment. At no point does Client receive, access, or take possession of underlying personal data  records. 

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​Any changes to the scope of services must be agreed upon in writing by both parties. Provider will continue  performing under the existing IO until a written amendment is executed.

​Invoices will be issued monthly by email and are due within net 30 days of receipt unless otherwise specified  in the IO. If Client disputes an invoice, written notice with specific reasons must be provided within 45 days of  receipt. Undisputed amounts remain due regardless of any dispute. 

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​Payments are due in U.S. Dollars via ACH or wire transfer. If Client's credit becomes impaired, Provider may  require advance payment. Taxes, if applicable, will be identified on the invoice and are the responsibility of  Client

These Terms apply for the duration of the IO and any renewals. Either party may terminate for material  breach upon 30 days written notice if the breach is not cured. Either party may also terminate for convenience  upon a minimum of 14 days written notice to the other party. Any campaigns actively in flight at the time of  notice will be completed or paused per mutual written agreement. Either party may terminate immediately  upon insolvency of the other party. 

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Upon termination, Client will pay for all services properly delivered through the termination date. Prepaid  amounts for undelivered services will be refunded promptly.

​Tentra builds audiences from a verified consumer identity graph and activates them directly to media  platforms on behalf of Client. This is a media activation service, not a data sale. Client never receives  personal data records — the output is ad delivery to qualified individuals. 

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Opt-Out Compliance 

All audience builds honor opt-out flags at the record level. Individuals who have opted out are excluded prior  to activation. In addition, every major advertising platform provides its own independent opt-out controls,  creating a second layer of protection. Provider requires the same standards from its data supply chain.

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US Privacy Law Framework 

Tentra's services operate under the U.S. opt-out model. Under CCPA and the majority of U.S. state privacy  frameworks, targeted advertising using compiled consumer data is permitted unless and until an individual  opts out. Client is encouraged to consult legal counsel regarding its own specific compliance obligations.

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Data Transparency 

Each party must disclose to the other any third parties to which it has disclosed Personal Data received under  the IO, along with any agreed limitations on use. Each party must perform reasonable due diligence on those  third parties to ensure compliance with applicable privacy laws. 

Tentra's full Data Governance and Privacy Statement is available upon request and is incorporated into these  Terms by reference. 

Both parties agree to keep confidential any non-public information received from the other party and to use it  solely for the purpose of fulfilling obligations under the IO. Confidential information may be shared only with  personnel who need it and who are bound by equivalent confidentiality obligations. 

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Confidentiality obligations survive termination of the IO. Breach of confidentiality obligations is not subject to  the general liability cap described in Section 7.

Each party retains ownership of its pre-existing materials. Provider retains ownership of the Tentra platform,  data infrastructure, methodology, and any tools or technology used to deliver the services. Client retains  ownership of its creative assets and brand materials provided for campaign execution. 

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Client is granted a non-exclusive license to use campaign performance reports and deliverables provided  under the IO for its own internal business purposes. 

Neither party will be liable to the other for indirect, incidental, consequential, punitive, or special damages — including lost profits, lost data, or loss of goodwill — except in cases of gross negligence, willful misconduct,  or fraud. 

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Provider's total liability for direct damages under any IO will not exceed the total fees paid or payable by  Client under that IO during the three months preceding the claim, except that this cap does not apply to: ​

• Breach of confidentiality or data protection obligations (uncapped) 

• Indemnification obligations (uncapped) 

• Gross negligence, willful misconduct, or fraud 

Each party represents and warrants that it: (a) is a validly existing legal entity with authority to enter into these  Terms; (b) will perform its obligations in accordance with applicable laws, including applicable privacy laws  and platform terms; and (c) has established reasonable procedures to prevent harmful code from being  introduced into materials provided to the other party. 

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Provider warrants that services will be performed in a professional and workmanlike manner consistent with  industry standards. Client warrants that any creative materials it provides are lawful and do not infringe any  third-party rights. 

Each party will defend, indemnify, and hold harmless the other from third-party claims arising from: (a) its own  gross negligence, willful misconduct, or fraud; (b) breach of confidentiality or data protection obligations; or (c)  violation of applicable law. 

 

 

Provider will indemnify Client against claims that the Tentra platform or deliverables infringe a third party's  intellectual property rights, unless the claim arises from Client's materials or Client's unauthorized use. Client  will indemnify Provider against claims arising from Client's creative assets or brand materials.

Governing Law 

These Terms are governed by the laws of the State of Florida, without regard to conflict of law principles. 

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Dispute Resolution 

The parties will first attempt to resolve any dispute through good-faith internal escalation between senior  representatives. If unresolved within 30 days, the parties will attempt non-binding mediation. If mediation fails,  disputes will be resolved in the state or federal courts located in Hillsborough County, Florida. 

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Independent Contractors 

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, or  employment relationship.

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Remedy 365 LLC (Minus Ego LLC d/b/a Remedy 365) | 100 N Ashley Dr, Suite 600, Tampa, FL 33602