Sonic Digital

Master Customer Agreement

General Terms

This Master Customer Agreement (“the Agreement”) is dated  and is by and between

Sonic Digital, Inc, a Maine corporation with offices at
212 Canco Road, Portland, ME. 04103, here-forth “The Company”


, here-forth “The Client”

Together, The Company and The Client  may be referred to herein as the “Parties” and, separately, each may be referred to as a “Party”.

Confidential Disclosure

WHEREAS, The Parties desire to consider a possible business arrangement or explore various transactions involving the Parties (the “Transaction”); and

WHEREAS, in connection with considering and or entering into a Transaction, the Parties anticipate requesting and receiving from each other information and materials concerning, without limitation, the business and operation of the other, which may be provided by directors, officers, employees and/or agents or representatives of the Parties; and

WHEREAS, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree, as a condition to considering or entering into the Transaction, to enter into this Agreement according to the terms and subject to the conditions set forth herein.

  1. This Agreement shall constitute a binding contract between the parties, and shall be effective on the Effective Date.           
  2. “Confidential Information” as used herein shall include, but is not limited to, proprietary information, customer detailed, operational descriptions, marketing plans, strategies or product information, design plans, drawings, data prototypes, equipment, business associates, names, or other technical or business information. Confidential Information disclosed may include information relating to any projects or the marketing, sale and distribution of products or services as well as organizational structures and business development in both the United States and other countries.
  3. Confidential Information will be used by the Parties solely for the purpose of evaluating or entering into a Transaction, if any, and shall not be used by a Party, either directly or indirectly, for any other purpose. Each Party agrees to hold all Confidential Information disclosed to it by the other Party in confidence and agrees not to disclose such Confidential Information to any other person or entity; provided however, that either Party may disclose the Confidential Information or portion thereof (i) to its directors, officers, agents or advisers (including, without limitation, attorneys, accountants, consultants, bankers, and financial advisers) (the foregoing persons to whom such disclosure is permissible being collectively called “Representatives”) who need to know such Confidential Information for the purpose of evaluating a Transaction (it being understood that those Representatives will be informed of the confidential nature of the Confidential Information and shall be directed not to disclose the Confidential Information to any other person and shall be bound be the provisions hereof); or (ii) with the written permission of the other Party; or (iii) whose disclosure is demanded by a government agency, valid order of a court or other legal requirement. Each Party agrees to be responsible for any breach of this Agreement by its Representatives and agrees to take reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.
  4. Without the prior written consent of the other Party, neither Party will disclose, or direct any of its Representatives to disclose, to any non-permitted person either the fact that any investigation, discussions or negotiations are taking place concerning a Transaction or that Confidential Information has been requested or received from the other Party, or any of the terms, conditions or other facts with respect to such Transaction, including the status thereof.
  5. This Agreement imposes no obligation upon a recipient with respect to Confidential Information which (i) is or becomes generally available to and known by the public (other than as a result of any non-permitted disclosure, directly or indirectly, by either Party or any of its Representatives, (ii) is or becomes available to a Party on a non-confidential basis from a source other than the other Party or Representatives of the other Party, provided that such source is not or was not reasonably known by the Party to be bound by a confidentiality agreement with, or other obligation of secrecy to, the other party or (iii) has already been or is hereafter independently acquired or developed by a Party without violating any confidentiality agreement, with, or other obligation of secrecy to the other Party.
  6. Neither Party makes any representations or warranties, expressed or implied, as to the accuracy or completeness of the Confidential Information, and neither Party, nor any of its stockholders, owners, affiliates, or Representatives will have any liability to the other Party or any other person resulting from any use of the Confidential Information or any errors therein or omissions there from. Only those representations or warranties made in a definitive Transaction Agreement (the “Transaction Agreement”) when, as, and if such a Transaction Agreement is executed, and subject to such limitations and restrictions as may be specified therein, will have any legal effect.
  7. It is understood and agreed that nothing herein constitutes any obligation on either Party to negotiate or enter into any such Transaction. In the event that either Party decides that it does not wish to proceed with a Transaction, such Party shall promptly inform the other Party in writing of that decision. In that event, each Party will return promptly to the other Party all copies, extracts or other reproductions in whole or in part of the Confidential Information furnished here-under, and each Party will destroy all copies of any memorandum, notes, analyses, compilations, studies or other documents prepared by such Party for its use and based on, containing or reflecting any Confidential Information.   Notwithstanding the return of Confidential Information, each Party and its Representatives will continue to keep such Confidential Information confidential and will not disclose such Confidential Information to any other person or entity.
  8. The parties do not intend that any agency or partnership relationship be created between them by this Agreement.
  9. Each party acknowledges and agrees that due to the unique nature of Confidential Information, there can be no adequate remedy at law for any breach of its obligations here-under, that any breach may allow the other party or third parties to compete unfairly with the disclosing party resulting in irreparable harm to the Injured party, and therefore, that upon any such breach or any threat thereof, the Injured party shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law and to be indemnified by the receiving party from any loss or harm in connection with any breach or enforcement of its obligations here-under or the unauthorized use or release of any Confidential Information. Each party shall notify the other party in writing immediately upon the occurrence of any unauthorized release of Confidential Information or other breach of which it is aware.
  10. The validity and interpretation of this Agreement shall be governed by the laws of the State of Maine without regard to any conflict of laws rules or policies.
  11. No amendment or modification of this Agreement shall be valid unless evidenced by a written amendment, signed on the behalf of the parties hereto by their duly authorized representatives.
  12. Either party may change its address as provided herein above, but must provide the other party with prompt written notice in writing of such change of address.
  13. Neither party nor any of its affiliates will solicit to employ any of the current officers or employees of the other party without obtaining the prior written consent of the other party. Responses by any of the party’s current officers or employees to advertisements or other indirect solicitations by the other party in the ordinary course of its business shall not be deemed a violation of this provision.
  14. This Agreement sets forth the full and complete agreement of the parties, but does not amend, supersede, terminate or otherwise affect any other agreements of any kind between The Company and The Client. This Agreement may be executed in two or more counterparts, each of which when executed and delivered shall be deemed an original.   


  1. SCOPE OF AGREEMENT. This Agreement serves as a master agreement and applies to Client’s and its Affiliates’ purchases from SONIC DIGITAL, or any of its Affiliates, of services (“Services”), as well as licenses for software, hardware, support and maintenance services, and/or subscription services (collectively, “Product”). For purposes of this Agreement, “Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or under common control with Client or SONIC DIGITAL, as the case may be. No Product will be provided under this Agreement. The Services to be rendered to Client must be further described in one or more Statements of Work, which upon the signature by both parties is deemed incorporated in this Agreement, as an “Addendum” for all purposes. In the event of any conflict between the terms of the Statement of Work and those of this Agreement, the terms of the Statement of Work will prevail.
  2. Term and Termination. This Agreement will begin on the Effective Date and will continue until each Addendum expires or is terminated. SONIC DIGITAL may: (a) terminate a specific Order if Client fails to pay any applicable fees due for that Order within 30 days after receipt of written notice from SONIC DIGITAL of non-payment; and/or (b) terminate this Agreement or an Addendum if Client commits any other material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from SONIC DIGITAL. Upon any termination of the right to use a Product, Client will immediately uninstall (if the Product is software) and cease to use the terminated Product and, upon SONIC DIGITAL written request, immediately return such Product to SONIC DIGITAL, together with all related documentation, and copies thereof. Upon written request of SONIC DIGITAL, Client will promptly certify in writing to SONIC DIGITAL that all copies of the Product have been returned, and that any copies not returned have been destroyed. If a Statement of Work is terminated, Client will promptly pay SONIC DIGITAL for Services rendered, and expenses incurred through the termination date. SONIC DIGITAL may terminate any license granted for a Deliverable (as defined below) if (i) Client does not pay SONIC DIGITAL for that Deliverable in accordance with this Agreement, or (ii) if Client materially breaches any part of Section 4 of this Agreement
  3. Payment AND DELIVERY. Client will pay SONIC DIGITAL all fees due upon receipt of an invoice specifying the amounts due (“Fees”). All Fees payable under this Agreement are exclusive of sales, use, VAT, customs duties, excise, and any other applicable transaction taxes, which Client will pay (excluding taxes based upon the net income of SONIC DIGITAL). All Product is FOB shipping point. All Fees will be detailed in an Order. Unless otherwise stated in a Statement of Work, Client agrees to pay or reimburse SONIC DIGITAL for all actual, necessary, and reasonable expenses incurred by SONIC DIGITAL in performance of such Statement of Work, which are capable of verification by receipt. SONIC DIGITAL will submit invoices to Client for such fees and expenses either upon completion of the Services, or at stated intervals, in accordance with the applicable Statement of Work
  4. Proprietary Rights and Confidentiality.
    1. Proprietary Rights. SONIC DIGITAL, or its Affiliates or licensors, retains all right, title and interest in any and all intellectual property, informational, industrial property and moral rights in the Product, and copies thereof. SONIC DIGITAL neither grants nor otherwise transfers any rights of ownership in the Product to Client. The Product is protected by applicable copyright and trade secrets laws, and other forms of intellectual property, informational and industrial property protection.
    2. Product. Client may only use and disclose Product in accordance with the terms of this Agreement and applicable Addenda. SONIC DIGITAL reserves all rights in and to the Product not expressly granted in this Agreement. Client may not disassemble or reverse engineer any software Product, or decompile or otherwise attempt to derive any software Product’s source code from executable code, except to the extent expressly permitted by applicable law despite this limitation, or provide a third party with the results of any functional evaluation, or benchmarking or performance tests on the Products, without SONIC DIGITAL prior written approval. Except as expressly authorized in this Agreement or an Addendum, Client may not (a) distribute the Product to any third party (whether by rental, lease, sublicense or other transfer), or (b) operate the Product in an outsourcing or service provider business to process the data of third parties. Additional usage restrictions may apply to certain third-party files or programs embedded in the Product – applicable installation instructions or release notes will contain the relevant details.
    3. Services Deliverable Licensed Under This Agreement.
      1. License. Subject to the terms of this Agreement, SONIC DIGITAL grants Client a perpetual, non-exclusive, non-transferable license to use and modify all programming, documentation, reports, and any other deliverable provided as part of the Services (“Deliverable”) solely for its own internal use.
      2. Existing License Agreements. Any software product provided to Client by SONIC DIGITAL as a re-seller for a third party, which is licensed to Client under a separate software license agreement with such third party (such agreement, an “SLA”), will continue to be governed by the SLA. The fulfillment of the Services will not relieve or alter the obligations or responsibilities of either party or of any third party in regards to the software product licensed under the SLA.
      3. Ownership. SONIC DIGITAL owns all right, title and interest in the Deliverable, including all intellectual property rights embodied therein. Nothing in this Agreement is intended to or will have the effect of vesting in or transferring to Client rights in SONIC DIGITAL or its affiliates’ or its or their suppliers’ software, methods, know-how or other intellectual property, regardless of whether such intellectual property was created, used or first reduced to practice or tangible form in the course of performance of the Services, whether solely by SONIC DIGITAL or jointly with Client.
    4. Mutual Confidentiality. This Section sets out the terms for identification of information which is considered confidential and proprietary by a party (the “Discloser”), and restrictions against use and disclosure of such Confidential Information after disclosure to the other party (the “Recipient”).
      1. Definition. The term “Confidential Information” means all proprietary or confidential information that is disclosed to the Recipient by the Discloser, and includes, among other things (i) any and all information relating to products or services provided by a Discloser, its Client-related and financial information, source and executable code, flow charts, drawings, techniques, specifications, development and marketing plans, strategies, forecasts, and sales and marketing materials; (ii) the Product; and (iii) the terms of this Agreement. Confidential Information does not include information that Recipient can show: (A) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (B) is or becomes a matter of public knowledge through no fault of Recipient; (C) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (D) is or was independently developed by or for Recipient.
      2. Disclosure Restrictions. Recipient may not disclose Confidential Information of Discloser to any third party without the prior written consent of Discloser.
      3. Proprietary Legends. Recipient may not remove, obscure, or alter any proprietary legend relating to the Discloser’s rights on or from any form of Confidential Information of the Discloser, without the prior written consent of the Discloser, except as expressly authorized in an Addendum.
      3. Injunction Relief. Both parties acknowledge that their violation of Section 4 may cause the other party immediate and irreparable harm. In the event of such breach, the breaching party agrees that the other party may seek, in addition to any and all other remedies available at law, an injunction, specific performance or other appropriate relief.
      1. All Necessary Rights. If, as part of SONIC DIGITAL performance of Services, SONIC DIGITAL is required to use, copy or modify any third party system (hardware, software or other technology) provided or licensed to Client, then prior to SONIC DIGITAL performance of such Services, Client will acquire all rights necessary for SONIC DIGITAL to perform such Services.
      2. Limited Warranty. SONIC DIGITAL warrants that the Services performed will be of a quality conforming to generally accepted practices that are standard within the software and IT services industry for a period of Thirty (30)days from completion of the Services under the applicable Statement of Work. Client’s exclusive remedy and SONIC DIGITAL entire liability under this warranty will be for SONIC DIGITAL to re-perform any non-conforming portion of the Services within a reasonable period of time, or if SONIC DIGITAL cannot remedy the breach during such time period then refund the portion of the fee attributable to such non-conforming portion of the Services. This warranty will not apply to the extent Client, its contractors or agents have modified any Deliverable, unless otherwise authorized by SONIC DIGITAL in writing. THIS WARRANTY AND CONDITION IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS. THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THE IMPLIED WARRANTY OF MERCHANT-ABILITY OR FITNESS FOR A PARTICULAR PURPOSE
      3. Intellectual Property Indemnity
        1. Infringement Claims. If a third party asserts a claim against Client asserting that the Deliverable and/or SONIC DIGITAL performance of the Services in accordance with the terms of this Agreement violates a patent, trade secret or copyright (an “Intellectual Property Right”) owned by that third party (“Infringement Claim”), then SONIC DIGITAL will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Client for any damages finally awarded against Client, but only if Client promptly notifies SONIC DIGITAL of any Infringement Claim, SONIC DIGITAL retains sole control of the defense of any Infringement Claim and all negotiations for its settlement or compromise, and Client provides all reasonable assistance requested by SONIC DIGITAL. SONIC DIGITAL will not be liable for any expenses or settlements incurred by Client without SONIC DIGITAL prior written consent.
        2. Remedies. If an injunction or order is obtained against SONIC DIGITAL performing the Services for Client and/or Client using the Deliverable by reason of the allegations of infringement, or if in SONIC DIGITAL opinion the Services and/or Deliverable may violate a third party’s proprietary rights, then SONIC DIGITAL will, at its expense: (a) procure for Client the right to continue to receive the Services and/or use the Deliverable; (b) modify or replace the Services and/or Deliverable with a compatible, functionally equivalent substitute; or (c) if neither (a) nor (b) are commercially practical, terminate this Addendum and release Client from its obligation to make future payments for the Services and/or Deliverable. Sections 5.1 and 5.2 contain Client’s exclusive remedies and SONIC DIGITAL sole liability for claims of infringement.
      4. Insurance. SONIC DIGITAL will provide and maintain during its rendition of the Services, but only for losses arising out of SONIC DIGITAL work for Client: (a) Worker’s Compensation and related insurance as prescribed by the law of the state applicable to the employees performing such Services; (b) employer’s liability insurance with limits of at least one million dollars ($1,000,000) for each occurrence; (c) comprehensive/commercial general liability insurance including products liability with one million dollars ($1,000,000) per occurrence combined single limit and two million dollars ($2,000,000) general aggregate, including coverage for the use of subcontractors, products liability and completed operations, and not containing an exclusion for explosion, collapse and underground coverage; (d) comprehensive motor vehicle liability insurance, including coverage for owned, hired, leased, rented and non-owned vehicles of at least one million dollars ($1,000,000) for combined single limit for bodily injury, including death, and/or property damage; and (e) professional liability insurance covering the effects of errors and omissions in the performance of professional duties in the amount of one million dollars ($1,000,000) for each occurrence and in the aggregate associated with Services.
      5. Independent Contractor. Nothing in this Agreement will be construed to make either party an employer, employee, agent or partner of the other, and this Agreement will not be construed to create rights, express or implied, on behalf of or for the use of any party other than SONIC DIGITAL and Client. All of the Services performed by SONIC DIGITAL will be performed as an independent contractor. SONIC DIGITAL will perform such Services under the general direction of Client, but SONIC DIGITAL will have sole discretion to determine the manner, method and means of performing such Services subject to the provisions of this Agreement and applicable Statement of Work. Neither party will have any authority to make any contract in the name of or otherwise to bind the other party. SONIC DIGITAL will be responsible for and will pay all unemployment, social security and other payroll taxes, and all worker’s compensation claims, worker’s compensation insurance premiums and other insurance premiums, with respect to SONIC DIGITAL and SONIC DIGITAL employees.
      6. Mutual Non-Solicitation. During the term of this Agreement, and for a period of six (6) months thereafter, neither party will solicit for employment any employees of the other party or its affiliates who, within six (6) months prior to such solicitation: (a) directly performed under this Agreement, (b) had substantial contact with the hiring party in relation to this Agreement, or (c) the hiring party became aware of due to, or derived from information learned through the performance of, this Agreement. For this purpose, “solicitation” does not include contact resulting from indirect means such as public advertisement, placement firm searches or similar means not directed specifically at the employee to which the employee responds on his or her own initiative. Notwithstanding the foregoing, either party may at any time, directly or indirectly, solicit and hire any employee of the other party if such employee did not resign but was terminated by the other party. The parties acknowledge and agree that a breach of this “Non-Solicitation” clause will not give rise to a right of termination of this Agreement; the party not in breach will only have the right to seek and recover direct damages from the breaching party.
      7. Mutual Indemnity. Each party will indemnify, defend and hold harmless the other party from all claims, liabilities or expenses for physical damage to real property or tangible personal property and bodily injury, including death, to the extent caused by the gross negligence or willful misconduct of the indemnifying party’s employees or contractors arising out of this Agreement and while at the Client’s premises. The foregoing indemnities are contingent upon the party seeking indemnity giving prompt written notice to the indemnifying party of any claim, demand or action, and cooperating with the indemnifying party in the defense or settlement of any such claim, demand or action
      1. here-forth. Should any provision of this Agreement be invalid, or unenforceable, the remainder of the provisions will remain in effect. In the event of a dispute, the prevailing party in any litigation or arbitration will be entitled to recover its attorneys’ fees and cost incurred from the other party.
      2. Notices. Unless otherwise provided, notices to either party will be in writing to the address indicated above, or as later amended, and deemed effective when received.
      3. Verification. Upon SONIC DIGITAL written request, Client will provide SONIC DIGITAL with a certification signed by an officer of Client verifying that Product is being used pursuant to the terms of this Agreement, including without limitation the licensed capacity of the Product. SONIC DIGITAL may, at its expense, audit Client’s use of Product to confirm Client’s compliance with this Agreement. Any such audit will be conducted during regular business hours at Client’s facilities and will not unreasonably interfere with Client’s business activities. If an audit reveals that Client has underpaid Fees to SONIC DIGITAL, Client will pay such underpaid Fees. If the underpaid Fees exceed five percent (5%) of the Fees paid, then Client will also pay SONIC DIGITAL reasonable costs of conducting the audit.
      4. Assignment. Client may not assign this Agreement or any rights granted in this Agreement to any third party, except with the prior written consent of SONIC DIGITAL.
      5. No Waivers. Failure of a party to require performance by the other party under this Agreement will not affect the right of such party to require performance in the future. A waiver by a party of any breach of any term of this Agreement will not be construed as a waiver of any continuing or succeeding breach.
      6. Force Majeure. Any delay or failure of any party to perform any obligation under this Agreement caused by governmental restrictions, labor disputes, storms or natural disasters, emergency, or other causes beyond the reasonable control of the party, will not be deemed a breach of this Agreement. This provision does not apply to the payment of monies or any breach of Section 4.
      7. Independent Contractors. The parties are independent contractors of each other, and no partnership or joint venture is intended or created by this Agreement.
      8. Entire Agreement. This Agreement, together with each Addendum and Order, constitutes the entire agreement between Client and SONIC DIGITAL, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, concerning this subject matter. This Agreement, and each Addendum and Order, may be modified only in a mutually signed writing between Client and SONIC DIGITAL. In the event of a conflict between this Agreement, any Addendum or an Order, the terms of the Order will control, followed by the terms of the applicable Addendum and then this Agreement.
      9. Export Controls. Client will cooperate with SONIC DIGITAL as reasonably necessary to permit SONIC DIGITAL to comply with the laws and regulations of the United States and all other relevant countries, relating to the control of exports (“Export Laws”). Client may not import, nor export or re-export directly or indirectly, including via remote access, any part of the Product into or to any country for which a validated license is required for such import, export or re-export under applicable Export Laws, without first obtaining such a validated license.
      10. Client agrees that SONIC DIGITAL and its Affiliates may refer to Client as a Client of SONIC DIGITAL, both internally and in externally published media. Client also agrees to instruct appropriate personnel within its organization that Client has agreed to receive and participate in calls, from time to time, with potential Clients of SONIC DIGITAL who wish to evaluate the technical specifications of Product.
      11. Dispute Resolution and Governing Law. Any controversy or claim arising out of or relating to THE PRODUCT AND/OR this agreement WILL be subject to arbitration administered by the American Arbitration Association under its commercial arbitration rules. the award and any findings OF THE ARBITRATOR must be filed within THIRTY (30) days of the final arbitration hearing. judgment on ANY award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing contained in this section will limit either party’s ability to seek INJUNCTION relief in any court. THE PARTIES WILL ARBITRATE DISPUTES IN CONFIDENCE. THIS AGREEMENT WILL BE GOVERNED BY THE SUBSTANTIVE LAWS OF THE STATE OF MAINE. THE CHOICE OF LAW RULES OF ANY JURISDICTION AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY.
      12. Survival. Sections 2, 4, 5, 6 and 7 will survive the termination or expiration of this Agreement. The prevailing party in any litigation or arbitration proceeding is entitled to recover, from the other party, its reasonable attorneys’ fees and necessary costs incurred in such proceeding.

This Agreement is effective only upon execution by SONIC DIGITAL and Client. Each party hereto warrants and represents that this Agreement constitutes the legal, valid and binding obligation of such party as of the Effective Date.


Addendum 1 Statement of Work:  Cloud Platform Services

This Statement of Work is an Addendum to, and is governed by the general terms of, the Master Customer Agreement.  In the event of any conflict between the terms of the Statement of Work and those of this Agreement, the terms of this Statement of Work will prevail.  This Statement of Work describes a product, service, or material good, here-forth, “The Product” and is provided by SONIC DIGITAL for the benefit of The Client.

SONIC DIGITAL reserves the right to stem or suspend any services provided for any condition including but not limited to non-payment and for violations of the Acceptable Use Policy.  By ordering the Product, you agree to adhere to our Acceptable Use Policy.  The Client shall be afforded a right to remedy.  If the Client is unable to satisfactorily remedy, SONIC DIGITAL further reserves the right to cancel or terminate any services provided with or without refund.  SONIC DIGITAL will provide The Client clear notice of any warnings or violations of policy.  Modifications to this Statement of Work will only occur with consent from both Parties. SONIC DIGITAL reserves the right to discontinue offering the Product at any time, providing written notice is presented to The Client with “Sufficient Time” for The Client to make other arrangements.  “Sufficient Time” for the purpose of this Statement of Work is deemed to be the lesser of 90 days, or the number of days for which the Client has paid for the Product under the terms of this agreement.

SONIC DIGITAL will provide professional services to manage the cloud infrastructure and platform to ensure platform functionality, stability, performance, and uptime.  Anything that SONIC DIGITAL did not install and configure for The Client at the time of delivery, is the Client’s responsibility and is not covered by our support.  SONIC DIGITAL will not install or configure any additional packages or software on a server that is not present in the default templates.

SONIC DIGITAL servers are designed for system administrators comfortable in managing their own system (Adds, Moves, and Changes). In order to successfully manage SONIC DIGITAL servers, the client should be familiar with using a web browser based administrative interface. SONIC DIGITAL will provide basic tools needed to configure and maintain the Client’s Server.  SONIC DIGITAL provides knowledge and how-to articles covering various topics which may offer insight into common questions regarding the Product. SONIC DIGITAL will also provide remote console access to our servers in case of emergency, which gives the Client a way to access the server in the event it becomes inaccessible through any other means.. The Client is responsible for managing any aspects of their server beyond the Operating System layer.  SONIC DIGITAL will provide support staff available for general support during normal business hours.  SONIC DIGITAL will provide Emergency level support during all hours.  SONIC DIGITAL will monitor and proactively address any issues affecting Infrastructure and Platform availability during all hours.

Client may contact SONIC DIGITAL support at any time regarding the following issues:

  • Network access
  • Server hardware
  • Server availability

Client agrees to utilize the Emergency response system responsibly.  Support tickets will be processed in the order they were received, and triage into the appropriate support response priority.  Multiple Client replies to tickets will not result in a faster response. SONIC DIGITAL only provides support in English and require that it be used for all communications with staff.   Support staff will not tolerate profanity or abusive language, threats of bodily harm, threats of legal action with them via emails, ticketing system, or via Internet including social media.  Use of the emergency response support for non-emergency purposes constitutes abuse.  SONIC DIGITAL will notify the Client if such abuse occurs.  If further abuse of the system continues, SONIC DIGITAL will offer to provide the service at the published labor rate for Emergency response, or otherwise those issues will be deferred until normal business hours.  Continued abuse of support systems will ultimately result in suspension and/or termination of this Statement of Work.

Service Payment, Refunds and Cancellation Guidelines

All services are prepaid. Failure to maintain a positive balance will result in suspended and, ultimately, terminated service. Upon reaching a negative balance, services will be suspended. Storage and IP related charges will continue to be deducted and are subject to a 20% late penalty. If a positive balance is not restored within 21 days, SONIC DIGITAL reserves the right to terminate Client’s service.  Service termination will include deletion of all data on storage services, and backup storage, and all IP addresses will be released back to the availability pool at which time other customers may be assigned the Client’s IPs.  SONIC DIGITAL will not be responsible for any data loss due to termination.  Following a service termination if you wish to resume Client’s services with us you must first resolve the negative balance of Client’s account including any late penalties.

SONIC DIGITAL offers no refunds for any payments made. 

If the Client creates a PayPal subscription to pay for the Product, the client is responsible to cancel that subscription when he or she no longer wants service with SONIC DIGITAL. SONIC DIGITAL will not be responsible for handling or refunding any transactions that take place after the Client has cancelled his or her service with SONIC DIGITAL in the event that the client fails to cancel the related PayPal subscription.

Payment Charge-backs and Billing Disputes

Raising a billing dispute with a payment processors or charging back a payment made to SONIC DIGITAL will place the Client’s account in bad standing, and SONIC DIGITAL further reserves the right to terminate services without refund.

Other Disputes

Any threat of legal action against SONIC DIGITAL will signify the termination of this Statement of Work and will result in immediate account and service termination without refund.


In additional to general liabilities described in the Master Customer Agreement, At no time will SONIC DIGITAL be liable for any amount exceeding the total amount paid for the Product in a the given month.  SONIC DIGITAL EXPRESSLY DISCLAIMS ANY LIABILITY FOR THE DATA AND CONTENT TRANSMITTED THROUGH OR TEMPORARILY OR PERMANENTLY STORED ON OUR NETWORK OR ANY SERVER AND FOR THE ACTIONS OR OMISSION OF USERS.

Data Security Agreement

SONIC DIGITAL will be required to adhere to particular data handling detailed in the Addendum entitled Data Security Agreement.

Service Level Agreement

SONIC DIGITAL will provide a Service Level Agreement which shall outline the expected level of service the Client should expect to receive for the Product.



Addendum 1-1 Cloud Platform: Acceptable Use Policy


The provisions of this AUP are intended as guidelines and are not meant to be exhaustive. This policy is an Addendum to the Statement of Work regarding Cloud Platform services and references the terms provided there, and is also generally governed by the Master Customer Agreement.  Generally, conduct that violates law, regulation, or the accepted norms of the Internet community, whether or not expressly mentioned in this AUP, are prohibited. We reserve the right at all times to prohibit activities that damage our or our affiliates commercial reputation and goodwill. We will be the sole and final arbiter as to what constitutes a violation of our policies.


The Products may be used only for lawful purposes. Transmission of, distribution of, storage of, or linking to any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property rights used without proper authorization, and material that is defamatory, constitutes an illegal threat, violates export control laws, or is otherwise prohibited by US law.


All users must comply with all relevant legislation and regulations on bulk and commercial e-mail, including but not limited to the CAN-SPAM Act of 2003.

Users may not send mass unsolicited e-mail, which is email that is sent to recipients who have not “opted-in” to mailings from the user. Users are prohibited from operating mailing lists, listservs, or mailing services that do not target an audience that has voluntarily signed up for email information using an “opt-in” process or that has made their email addresses available to a user for distribution of information. Users who operate mailing lists must maintain complete and accurate records of all consents and “opt-in” elections and provide such records to SONIC DIGITAL upon its request. If a user cannot provide positive and verifiable proof of such consents and “opt-in” elections, we will consider the list mailing to be unsolicited. Any user-maintained mailing list must also allow any party on the list to remove itself automatically and permanently. Other prohibited activities include, without limitation, the following:

  • use of our network for the receipt of replies to unsolicited mass e-mail;
  • forgery of email headers (spoofing);
  • spamming via third-party proxy, aggregation of proxy lists, or installation of proxy mailing software;
  • configuration of a mail server to accept and process third-party messages for sending without user identification and authentication;
  • hosting web pages advertised within “spam e-mail” sent from another network (spamvertising);
  • hosting web pages or providing services that support spam;
  • any other unsolicited bulk messages, postings, or transmissions through media such as weblog posts, IRC/chat room messages, guestbook entries, HTTP referrer log entries, usenet posts, pop-up messages, instant messages, or SMS messages; and
  • Instructing others in any activity prohibited by this AUP.

If, as a result of Client’s actions, our mail servers or IP address ranges are placed on black hole lists or other mail filtering software systems, Client’s VM may be suspended and possibly terminated upon review. If we deem Client’s account at risk for repeated AUP infractions, we may suspend and/or terminate all products.


Client agrees not to operate any server in any way which interferes with, degrades, or otherwise impairs the overall system performance, or performance of other Clients.   This includes but is not limited to excessive use of resources including CPU, network bandwidth, storage bandwidth, or storage usage.   SONIC DIGITAL reserves the right to determine what constitutes resource usage.


SONIC DIGITAL has the capacity to tolerate occasional non-targeted DDoS attacks.  Clients who are targeted with frequent and/or disruptive attacks will be terminated. In addition, we do not allow port-scanning or UDP floods to be sent from SONIC DIGITAL’s network. Accounts sending floods, port-scanning, and/or creating artificial traffic will be suspended and/or terminated. 


The following are strictly forbidden uses and will result in immediate termination if discovered on Client’s account:

  • TOR Exit Nodes
  • CamFrog Video Hosting
  • Virtual Currency (*coin) Mining
  • HentaiAtHome


Violations of SONIC DIGITAL’s system or network security are prohibited, and may result in criminal and civil liability. SONIC DIGITAL’s servers and networks may not be used for:

  • introducing or executing malicious programs into any network or server, such as viruses, worms, Trojan Horses, and keyloggers;
  • causing or inciting security breaches or disruptions of network communication and/or connectivity, including port scans, flood pings, email-bombing, packet spoofing, IP spoofing, and forged routing information;
  • executing any form of network activity that will intercept data not intended for Client’s server;
  • evading or circumventing user authentication or security of any host, network or account, including cracking, brute-force, or dictionary attacks;
  • interfering with or denying service to any user, host, or network, such as a denial of service attack or distributed denial of service attack;
  • conduct designed to avoid restrictions or access limits to specific services, hosts, or networks, including the forging of packet headers or other identification information;
  • soliciting the performance of any illegal activity, even if the activity is not performed; or
  • Using any program, or sending messages of any kind, designed to interfere with or disable a user’s terminal session.

The preceding list is an example and not an exhaustive list of prohibited activity.

Failure to adhere to the Acceptable Use Policy will result in service suspension and possibly termination without refund. Any activity not mentioned above but which is considered illegal in the United States will result in immediate termination.


Addendum 1-2 Cloud Platform – Privacy Policy

This Privacy Policy describes the information SONIC DIGITAL collects from you, what SONIC DIGITAL does with the information, and SONIC DIGITAL’s information security practices. 


When you sign up for SONIC DIGITAL’s service, SONIC DIGITAL will ask you to provide contact information such as Client’s name, address, telephone number, and e-mail address. If you contact us for customer support, SONIC DIGITAL may also ask you for information about Client’s account and services. When you visit SONIC DIGITAL’s website SONIC DIGITAL will capture Client’s IP Address, time of and duration of visit, and time and duration of the pages on SONIC DIGITAL’s website that you view. SONIC DIGITAL may tie this information to personally identifiable information SONIC DIGITAL have about you. [If SONIC DIGITAL send you an e-mail, SONIC DIGITAL may include a marker that will allow us to identify e-mail that is opened and viewed.]

Use of Personally Identifiable Information

SONIC DIGITAL will use Client’s personally identifiable information only as follows:

  • For payment purposes and to provide customer support.
  • For fraud checking, reporting, and other screening methods to verify information submitted to us.
  • To announce special offers or provide other information from time to time via e-mail.

SONIC DIGITAL will not provide any personally identifiable information about you to any other person other than:

  • a law enforcement or regulatory agency at their request;
  • a person or company who acquires SONIC DIGITAL’s business;
  • third parties who perform services on SONIC DIGITAL’s behalf (such as payment processing), subject to the third party agreeing with us that it will keep Client’s personally identifiable information confidential;
  • As otherwise needed to protect or enforce the rights of others.

SONIC DIGITAL absolutely do not transfer or sell Client’s information for inclusion on third party e-mail or other marketing lists.

Use of Non-Personally Identifiable Information

SONIC DIGITAL may share aggregate statistical data about SONIC DIGITAL’s customers with third parties, such as advertisers or suppliers. This aggregate statistical data will not identify you personally.

Security of Client’s Information

SONIC DIGITAL store Client’s personally identifiable information and payment information in forms viewable by administration only. Client’s transfer of data to us occurs over a SSL connection so that all information is securely encrypted during the transfer. Private virtual networks are secured and only accessibly by Client’s virtual machines. Data stored on storage services is only available and accessible by you.

Children’s Privacy

SONIC DIGITAL’s service is not available to anyone under the age of 18, and SONIC DIGITAL will not intentionally maintain information about anyone under the age of 18.


Addendum 1-3: Cloud Platform : Service Level Agreement 

SONIC DIGITAL shall provide a 100% Service Level Agreement (SLA) defined by this Addendum to the Statement of Work for Cloud Platform services which extends the Master Customer Agreement entered into by both Parties. 


Quality of Service (QoS); Used to generally refer to the final resulting experience of Client using the Product.

Infrastructure Layer; The physical data center, power, cooling, networking, racks, physical servers, cabling, physical server maintenance, physical server availability.

Platform Layer; The SONIC DIGITAL virtualization software platform which provides virtualization of servers, networking, and storage resources, up to and including the virtual server operating system software, network settings, and storage settings.

Application Layer; The Client’s software layer installed upon the Platform layer.  Per the Statement of Work for Cloud Platform, it is the Client’s responsibility to monitor, detect, and remedy QoS issues related to the Application Layer.

SLA monitoring (monitoring); an optional Product, which if purchased by the Client, will provide real-time validation of QoS

SLA violation detection (violation detection); an optional Product, which if purchased by the Client, will provide real-time notification and response to violations of QoS.

Probe; a virtual device which is used to facilitate the monitoring and violation detection from within the Client’s private network.

SLA enforcement (enforcement); assessing a penalty to SONIC DIGITAL for a violation detected by monitoring or covered under the Basic SLA.

Support; SONIC DIGITAL shall provide customer service and technical support to facilitate addressing Client’s issues.  SONIC DIGITAL will make support available by Toll-Free telephone, Email, and Electronic Ticketing.  Email support is read during normal business hours.  Email support has a maximum priority of “Medium”.  For High Priority issues requiring immediate response, Client agrees to use Telephone support, or to submit a High Priority ticket by Electronic Ticketing.

Time Based Metrics and Responsiveness

  • Mean Time to Respond (Medium and Low Priority Tickets) – 1 business day
  • Mean Time to Respond (High Priority Tickets) – 15 minutes
  • Mean Time to Repair (Platform Issues)- 15 minutes
  • Guaranteed Time to Respond (Infrastructure Issues – Server Unavailable) – 1 hour
  • Guaranteed Time to Repair (Infrastructure Issues – Server Unavailable) – 2 hour
  • Guaranteed Time to Respond (Infrastructure Issues – Abnormal Service Operation) – 12 hours
  • Guaranteed Time to Repair (Infrastructure Issues – Abnormal Service Operation) – Not Specified
  • Mean Time Between Failures (MTBF, Platform Related) – 1 year

Basic SLA: A baseline set of QoS Standard which shall be provided by SONIC DIGITAL to all customers regardless if they purchase additional SLA monitoring and violation detection.   Under the Basic SLA, QoS monitoring and violation detection is the Client’s experience and the Client’s ability to consume resources.  It is the Client responsibility to request enforcement of a suspected violation of QoS.   The Basic SLA only covers QoS violations which are due to Infrastructure level components including, Internet carrier signals, Datacenter power and cooling, networking components, physical server hardware, and physical server accessibility.  The Basic SLA also provides coverage at the Platform level, however this coverage is limited to QoS issues related to virtual server uptime, virtual network, and virtual storage connectivity.  The Basic SLA does not provide specific performance metrics in terms of latency, round-trip times, jitter, bandwidth usage, including network and storage bandwidth, or voice quality issues.

Advanced SLA: A set of QoS Standards which shall be provided by SONIC DIGITAL to all customers who have purchased this Product.  Under the Advanced SLA, SONIC DIGITAL shall provide real-time automated monitoring and violation detection.  The Client may still request enforcement of suspected QoS violations due to Client’s experience.   In this case, SONIC DIGITAL’s real-time monitoring will be used to validate such requests.  Advanced SLA provides detailed real-time metrics of, and shall automatically report a violation of any of the following minimal conditions:

  • LAN Latency (Probe to Virtual Server) – under 2 milliseconds
  • LAN Round-Trip Times (Probe to Virtual Server to Probe)- under 6 milliseconds
  • LAN Bandwidth (Bi-directionally, Probe to Virtual Server to Probe) – 1 Gbps Guarantee, Burst up 10 Gbps
  • WAN Latency (Probe to Internet Peering) – under 10 milliseconds
  • WAN Round-Trip Times (Probe to Internet Peering to Probe) – under 30 milliseconds
  • WAN Bandwidth Upload (Probe to Internet Peering) – 500 Mbps Guarantee, Burst up to 3 Gbps
  • WAN Bandwidth Download (Internet Peering to Probe) – 3 Gbps Guarantee, Burst up to 10 Gbps
  • SAN Latency (Probe to Virtual Storage) – under 1 millisecond
  • SAN Round-Trip Times (Probe to Virtual Storage to Probe) – under 3 milliseconds
  • SAN Bandwidth (Bi-directionally, Probe to Virtual Storage to Probe) – 3 Gbps Guarantee, Burst up to 10 Gbps

Penalties and Enforcement

For any violation of the above Basic or Advanced SLA, lasting beyond 1 hour after violation detection, shall incur a penalty to be enforced upon SONIC DIGITAL in the amount of 5% of the monthly recurring costs of the affected Product.  For each additional hour an additional 5% penalty shall be enforced up to a maximum of 20 hours or 100% of the monthly recurring costs of the affected Product within a single calendar month.  Any violation of QoS that does not exceed 1 hour will not incur a penalty, however if multiple violations within a calendar month cumulatively exceed greater than 1 hour, a penalty will be enforced upon SONIC DIGITAL in the amount of 5% per hour up to a maximum of 100% of the recurring costs of the affected Products within a single calendar month.   At no time with the penalty exceed 100% of the recurring cost of the affected Product within a calendar month. The penalty will be enforced upon SONIC DIGITAL will be made to the Client in the form of an Account Credit which will be automatically applied on the Clients next product Invoice.  No refunds will be given in the form of Cash, Check, or otherwise for violations of this SLA.   The Client must request credit for violations of QoS under this SLA.  No credits will be issued automatically for violations that are not reported by the Client.   Suspected violations of QoS and any requests for credits must be submitted within 7 days of the actual occurrence of the violation.

SONIC DIGITAL shall compile time based metrics per calendar month.  The Client may request a penalty be enforced upon SONIC DIGITAL for any failure to meet these minimums within a given calendar month.  The penalty assessed shall be 5% of the monthly recurring cost of the affected product for Response Time, 5% for Repair Time, and 5% for MTBF, up to a maximum of 15% of monthly recurring cost of the affected Product.   At no time shall any combination of SLA penalties exceed 100% of the monthly recurring income for an affected Product. 

WHEREAS both Parties desire to maintain system uptime, and Infrastructure and Platform related outages may occur from time to time, both Parties agree to make equal effort to restore systems to normal QoS, and both Parties agree to communicate and collaborate in a timely manner.  SONIC DIGITAL will not be liable for penalty hours that were incurred as a result of delayed action on behalf of the Client.


Addendum 1-4: Cloud Platform: Data Security Agreement

SONIC DIGITAL provides this Data Security Agreement (DSA) to define responsibility of SONIC DIGITAL and Client with regards to the privacy, redundancy, backups and restoration of Client’s data by this Addendum to the Statement of Work for Cloud Platform services which extends the Master Customer Agreement entered into by both Parties.  


Access, accessible; Read and/or Write, or the ability to read and/or write data.

Sandbox restore; To restore a backup or snapshot to a new isolated VM.  Does not over-write original VM.

SONIC DIGITAL shall take the following measures to ensure data security:

  • All virtual storage shall only be accessible from the Client’s virtual servers.  
  • Network security measures shall be taken to ensure the integrity of the virtual storage systems
  • At no time shall a Client be able to access the virtual storage of another Client
  • All virtual storage data will be redundantly replicated in real time to no less than 2 physical hard drives in 2 separate physical servers to ensure data is accessible in the event of either a drive failure or full storage host failure.
  • All virtual machines will receive a nightly data snapshot which provides for a restore point to that point in time.
  • Retain the previous 7 daily snapshots as well as the snapshot from the 1st and 15th of each calendar month, with a duty to retain at least 1 snapshot which is greater than 30 days old at all times
  • Perform a daily differential backup of all snapshot data to offsite FTP backup storage.
  • Offsite FTP Backup Storage shall be kept in a manner where information is not accessible to any party other than SONIC DIGITAL.
  • Shall remove and coalesce (recompile) snapshots when a snapshot is greater than 7 days old and is not from the 1st or 15th of the month, or any snapshot older than latest snapshot that is more than 30 days past.

The Client is encouraged to create their own backups and data security within the Application Layer of critically important data.  

Restoration of Data

SONIC DIGITAL will be responsible for restoring data in case that such restoration is required to restore the uptime and operating state of the Product, and also in the event the Client requests a restoration.

SONIC DIGITAL will provide restoration of the backups at no charge to the client, however any additional time and/or materials incurred following the restoration, such as settings adjustments, drive swaps, copying or migration of other data or any other condition not related to the restoration of the virtual server uptime shall be billable to the Client and due to SONIC DIGITAL at the current published labor rates for system administration at the time of the incident.  If Client requires a sandbox restore, and requires to keep both the original and new virtual machines online for a period of longer than 12 hours, SONIC DIGITAL may charge a fee for usage of those resources.

SONIC DIGITAL will make every reasonable effort to restore data, however if for any reason unable to restore backup data, the Client’s shall agree to restore from Client’s own backups.

Disclaimer of Liability

SONIC DIGITAL shalt by no means be liable for any monetary damages resulting from loss of data, or compromise in data security, or any other storage or data related issue.

Disaster Recovery

In the event of some disaster (natural, technical or otherwise) that compromises the accessibility of data in a way that prevents systems from being restored from snapshot, SONIC DIGITAL shall make every effort to restore the platform to full working condition by means of restoring offsite FTP backups, then restoring snapshots.

SONIC DIGITAL is not necessarily bound to a single infrastructure provider, and thus in the event that an Infrastructure provider or internet providers infrastructure is impeded in some manner, SONIC DIGITAL will procure Infrastructure services within a different data center from the same Infrastructure Provider, or with a completely different Infrastructure Provider, at SONIC DIGITAL’s discretion to ensure the fastest time to repair.  

In the event that the platform is unable to be restored from offsite FTP backups, SONIC DIGITAL will re-create virtual machines to their default deliverable state (OS installed, Network and Storage configured).  Client will be responsible to restore their applications from their own backups.

Testing and Validation

SONIC DIGITAL will perform a monthly snapshot sandbox restore of a test virtual machine to ensure the snapshot mechanisms are working as expected.

SONIC DIGITAL will perform a quarterly restore from offsite FTP to ensure the offsite backups mechanisms are working as expected.

SONIC DIGITAL will resolve any issues related to backup testing and validation without fee or cost to the Client.


Addendum 2 Statement of Work – Consulting Services Agreement

This Statement of Work is an addendum to Master Customer Agreement and outlines an agreement for hourly billing of labor time for consulting services.

Consulting Services Provided

The consulting services to be provided by SONIC DIGITAL are as follows:

  • Cloud platform or infrastructure architecture guidance, strategy, and project planning
  • System administration at the OS/Application level including Windows and Linux
  • Development Operations (DevOps) automation and deployment
  • IP Networking engineering and security 
  • Storage platforms, distributed and replicated file systems
  • Application layer support for well-known applications
  • General knowledge around Internet mechanics

Responsibilities of the Parties

Client agrees to pay SONIC DIGITAL’s fees accrued hereunder on or before their billing date, to be truthful, to cooperate with SONIC DIGITAL, and to keep SONIC DIGITAL informed of Client’s address, phone number and whereabouts and to any relevant developments which might affect the relationship between the parties.  SONIC DIGITAL agrees to keep Client informed of any relevant developments, to respond promptly to Client’s inquiries and to perform the consulting services mentioned above.

Consulting Fees

Client shall pay SONIC DIGITAL for the consulting services provided hereunder at SONIC DIGITAL’s current published hourly rates.

Charges shall be billed in increments of one-tenth of an hour with a 1 hour minimum.  Hourly fees hereunder may be changed upon thirty (30) days’ written notice to the Client. Client shall be billed weekly for all SONIC DIGITAL’s fees and expenses.


Expenses shall include, but are not limited to, court fees, deposition fees, investigation expenses, expert fees and expenses, telephone charges, copying charges and service of process fees. SONIC DIGITAL shall advance all expenses of $100 or less in connection with the deliverable provided to the Client.  Client shall be billed for any accrued expenses on a weekly basis.  Any expenses in excess of $100.00 shall be paid in advance by the Client.

Discharge of Consultant

Client may discharge SONIC DIGITAL at any time by written notice to SONIC DIGITAL.  The discharge shall be effective upon Receipt. If proceedings have commenced Client shall execute and return a substitution-of-consultant form to be sent by SONIC DIGITAL.  Notwithstanding the foregoing, Client shall be obligated to pay SONIC DIGITAL for all expenses advanced by SONIC DIGITAL and all accrued consulting fees including any further fees accrued for knowledge transfer to a third-party consultant after the termination of this agreement.

 Agreement and Acceptance

 By signing, the Client and SONIC DIGITAL confirm they have read, understand, accept, and agree to the terms outlined in these agreements.

The undersigned persons agree on behalf of their corporations, they are signing as lawful actors for their corporation in the execution of these agreements.

Signed by Russell T. Purinton
President/CEO, Sonic Digital, Inc.
Signed On: August 10, 2016

Signature Certificate
Document name: Master Customer Agreement
Unique Document ID: 7a6a904358fc71b4c4926dd2b4cff1e5378c3965
Timestamp Audit
2015-07-31 19:30:48 ESTMaster Customer Agreement Uploaded by Russell T. Purinton <br />President/CEO, Sonic Digital, Inc. - IP