Agency Terms

These Agency Terms apply when a Customer (“Agency”) uses Solid Digital, LLC's Service for another business (“End Client”). They supplement the Terms of Service, Email AUP, DPA, and applicable Order. They also include a Client Authorization form usable when Solid Digital acts directly as a client's sending agency.

01

Roles and Contracting

Agency is Solid Digital's contracting customer and payment obligor unless an accepted Order expressly provides otherwise. Agency must disclose the identity, business, authorized contacts, sending domains, and proposed use of each End Client before sending. No End Client gains a direct service contract with Solid Digital merely through an Agency account. Solid Digital does not hold itself out as the End Client's general agent and has no authority beyond the documented service authorization.

02

Required End Client Agreement

Before onboarding an End Client, Agency must have a written agreement authorizing the specific email activities, identifying Solid Digital and Amazon SES as service providers, and imposing obligations at least as protective as the Email AUP and applicable DPA. It must address permission records, U.S.-recipient eligibility, privacy notices, security, approval authority, suppression, and offboarding. Agency must have permission to appoint Solid Digital and authorized subprocessors and to provide lawful processing instructions. Provide evidence of authority upon reasonable request. Agency remains responsible for its contractual duties if the End Client fails to comply, without making Agency or Solid Digital exempt from their own statutory responsibilities.

03

Separate Client Operations

Maintain separate End Client workspaces, authorized identities, lists, consent records, campaign approvals, billing records where applicable, and suppression preferences. Do not commingle lists or use one client's recipients for another client. Do not reuse credentials across clients. Each sending identity must belong to or be authorized by the relevant End Client. A common Agency account or shared upstream infrastructure does not permit cross-client access or marketing. Solid Digital may require technical separation or enhanced review where needed to protect recipients or sender reputation.

04

Approvals and Sending Authority

Each End Client must name an authorized approver. Before a managed campaign launches, record approval of the sending identity, final content, audience selection, permission source, country eligibility, timing, and expected volume. Approval may be campaign-specific or cover a documented recurring workflow. Silence is not approval. Agency may not approve on an End Client's behalf: the Service records campaign approval and the Email Sending Authorization only from the End Client's own authorized approver (an owner of the End Client's account), and refuses approval by Agency users, Solid Digital personnel and AI features. Approved automations, when offered, may run without separate per-message approval within their documented scope; material changes require renewed approval. Solid Digital may rely on instructions from designated authorized contacts unless it knows or reasonably suspects authority is absent or compromised.

05

Compliance and Complaints

Agency must review End Client onboarding, obtain permission and country evidence, transmit opt-outs and complaints promptly, and cooperate in investigations. Do not accept assurances that conflict with known evidence. Solid Digital may reject an End Client or pause affected activity, and may contact an End Client directly where reasonably necessary to verify authority, protect data, address abuse, comply with law, or conduct an agreed transition. That permission is not a general right to solicit Agency's clients. Neither party may misrepresent the other's services or promise compliance certification, guaranteed delivery, unlimited capacity, or AWS rights.

06

Data Roles

Where the End Client decides why and how recipient data is used, it is normally the controller/business, Agency is its processor/service provider, and Solid Digital is Agency's subprocessor. If Agency independently decides its own purposes, its role changes for that activity and must be separately documented. The DPA applies according to the actual roles; titles alone do not determine them. Agency must transmit relevant controller instructions and assistance requests and ensure that its upstream agreement permits this chain. Solid Digital will not use End Client recipient data for independent marketing.

07

Fees and Representations

Agency sets its own End Client fees and is responsible for its billing and tax obligations. Solid Digital invoices Agency under the Order regardless of whether the End Client has paid Agency. No exclusivity, referral commission, trademark license, partnership, or right to resell outside the accepted scope is implied. Co-branding or white-label presentation requires written agreement and must preserve legally required sender and privacy disclosures.

08

Incidents, Suspension, and Exit

Agency must notify Solid Digital promptly of compromised credentials, unauthorized sends, permission disputes, suspected data incidents, or revoked client authority. Solid Digital will notify Agency under the DPA and may notify the controller directly when legally required or expressly instructed. Suspension should target the affected End Client where practicable, but broader restrictions may be necessary for shared infrastructure or security risk.

Upon termination or an End Client's revocation, stop future sending, disable affected access and automations, identify messages already queued or transmitted, and cooperate in a secure export of available client data and suppression records. A transfer to a new agency requires verified End Client authorization and a receiving-party arrangement; it does not occur automatically. Do not transfer credentials or another client's data. Payment disputes do not authorize unlawful withholding of personal data or suppression information. Return and deletion follow the DPA.

09

Liability and Continuing Terms

The defense, liability, confidentiality, and dispute provisions of the Terms apply. Agency's responsibility includes claims arising from its lack of authority or failure to obtain the required End Client agreement, subject to the Terms' exclusions and limits. An End Client authorization does not excuse Solid Digital's own breach, negligence, or misconduct. Sections concerning confidentiality, accrued fees, data restrictions, and lawful transition survive as necessary.

Client Email-Sending Authorization — Execution Form

• Client legal name
• Client address
• Agency legal name, if different from Solid Digital
• Order / project / workspace ID
• Effective date and authorization end date, if any
• Client authorized approver (name, role, email)
• Sending domains and From / Reply-To identities
• Approved types of transactional messages
• Approved marketing purposes and content categories
• Approved recurring automations and triggers
• Maximum authorized volume and cadence
• Audience source and permission evidence location
• Recipient-country evidence location
• Client physical postal address for message footers
• Approval workflow and campaign contacts
• Tracking enabled and approved purposes (default
• Client privacy notice URL
• Revocation / incident contact and method

Client authorizes the Agency named above (if any) and Solid Digital, LLC to configure the identified sending domains and to transmit only the approved messages through sites.soliddigital.com using Amazon SES and approved subprocessors. Client confirms its authority over these identities and materials, required recipient permissions, and reasonably verified U.S. recipient eligibility. Client authorizes the service-provider appointments and data processing described in the applicable DPA. Client will promptly report opt-outs, changed permissions or country information, and revoked authority. This authorization grants no general power to contract for Client and does not permit unrelated marketing. Client may revoke future sending authority through the contact above; previously transmitted messages may not be recalled.

• Client signer / title / date
• Agency signer / title / date, if applicable
• Solid Digital acceptance / title / date

The in-app Email Sending Authorization accepted by the End Client's approver records the core of this form (authority, permission, U.S. eligibility, no purchased lists, monitored reply-to, accurate postal address, campaign approval and agreement to the Email AUP) with its version, date and signer. Use this written form in addition where an Order or a managed engagement requires a signed record of the details above.

This form does not replace the commercial agreement or DPA. When an external Agency signs, the form documents the End Client's authorization; it does not alone create a direct Solid Digital subscription or transfer Agency's payment duties.