SecureSky, Inc. Professional Services Terms and Conditions

SecureSky, Inc. a company incorporated under the laws of Delaware, USA, with a registered address at 5005 S. 153rd St., Suite 202, Omaha, NE 68137 (“SecureSky”), provides certain information technology and professional services relating to cybersecurity and managed information technology, as may be further defined in a Statement of Work.

Please carefully read these Terms and Conditions (“Agreement”) before entering into a Statement of Work (“SOW”) with SecureSky for Professional Services (defined in Section 1.1.1). This Agreement is incorporated by reference into any and all SOWs for the Professional Services, and forms a legally binding agreement between the recipient and/or payor of the Professional Services as detailed in a SOW (“Client”) and SecureSky. SecureSky reserves the right to amend, modify, update and change any of the terms of this Agreement from time to time, and will notify Client of any such amendment, modification or change by publishing a new version of this Agreement at http://securesky.com/pro-services-terms-and-conditions/. Any updates or modifications to this Agreement will take effect immediately and continued use of the Professional Services will be deemed to constitute Client acceptance of the changes to this Agreement. It remains Client’s responsibility to ensure that Client is aware of current terms and conditions of this Agreement. 

SecureSky and Client may each herein be referred to individually as a “Party,” or collectively as the “Parties.”

1. Professional Services. 
   1. Provision of Professional Services. 
      1. Professional Services. SecureSky shall provide the services set forth in each SOW (“Professional Services”), and Client shall provide any assistance and cooperation necessary or convenient to facilitate the Professional Services, and as may be specifically called for in a SOW. SecureSky may employ subcontractors in the provision of Professional Services. SecureSky will determine the method, details, and means of performing Professional Services for Client. Client acknowledges and understands the Professional Services may include simulated, attempted, and/or actual security breaches to Client’s systems.
      2. Change Orders. Modifications to Professional Services in a SOW shall be set forth in writing, signed by both Parties identifying any changes to the scope, fees and time schedule associated with the modification. Such modifications shall be implemented only upon a mutual written agreement of the Parties.
   2. Deliverables. 
      1. Acceptance. Any software, documentation, work product and other materials created pursuant to the Professional Services (“Deliverables”) will be considered accepted within five (5) days after delivery, unless Client has provided SecureSky with written notice of any failure to provide the Deliverables.
      2. License to Deliverables. Effective upon Acceptance of each Deliverable, SecureSky grants Client a license to the Deliverables as detailed in Section 4.1, provided Client complies with the restrictions set forth below in Subsection 1.2.3.
      3. Restrictions on Deliverables Rights. Client shall not distribute, publicly display, publicly perform, or sublicense any Deliverables (including without limitation any derivative work thereof). Except as otherwise provided in a SOW and Subsection 1.2.2 above, SecureSky retains ownership of all Deliverables, and Client receives no right, title, or interest in or to Deliverables. 
      4. Non-Exclusivity. Nothing in this Agreement shall be construed or interpreted so as to prohibit SecureSky from entering into SOWs with other parties concerning similar Professional Services.
2. Fees and Payment.
   1. Fees and Expenses. In consideration of the Services provided by SecureSky to Client, Client shall pay to SecureSky the fees and reasonable out of pocket expenses incident to the performance of the Services set forth in an applicable SOW.
   2. Invoices. SecureSky shall submit invoices for Services to Client on a frequency as set forth in a SOW, and Client shall pay such invoices on a Net 30-day basis in United States Dollars. Invoices will be deemed accurate and fully payable unless disputed in writing by Client within ten (10) days of Client’s receipt of the invoice. Any amount remaining unpaid after the date due will accrue interest at a rate equal to the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law. Client shall pay any amounts incurred by SecureSky in the collection of past-due amounts owed, including, but not limited to, reasonable attorney’s fees and costs.
   3. Taxes. Client shall pay any and all federal, state, and local taxes applicable to the Services.
3. Confidential Information. “Confidential Information” refers to the following items one Party to this Agreement (“Discloser”) discloses to the other (“Recipient”): (a) any document Discloser marks “Confidential”; (b) any information Discloser orally designates as “Confidential” at the time of disclosure; (c) any other nonpublic, sensitive information Recipient should reasonably consider a trade secret or otherwise confidential. Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in Recipient’s possession at the time of disclosure; (ii) is independently developed by Recipient without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of Recipient’s improper action or inaction; or (iv) is approved for release in writing by Discloser. Recipient is on notice that the Confidential Information may include Discloser’s valuable trade secrets.
   1. Nondisclosure. Recipient shall not use Confidential Information for any purpose other than to facilitate or provide the Professional Services (the “Purpose”). Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with Recipient with terms no less restrictive than those of this Section 3; and (b) shall not disclose Confidential Information to any other third party without Discloser’s prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Confidential Information that comes to Recipient’s attention. Notwithstanding the foregoing, Recipient may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Recipient shall give Discloser prompt notice of any such legal or governmental demand and reasonably cooperate with Discloser in any effort to seek a protective order or otherwise to contest such required disclosure, at Discloser’s expense.
   2. Injunction. Recipient agrees that breach of this Section 3 would cause Discloser irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Discloser will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
   3. Termination and Return. Upon termination of this Agreement, Recipient shall return all copies of Confidential Information to Discloser or certify, in writing, the destruction thereof, except to the extent necessary for the use or provision of the Deliverables under any licenses granted herein.
   4. Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Discloser will retain all right, title, and interest in and to all Confidential Information.
   5. Exception and Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:
      1. Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
      2. Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (i) files any document containing the trade secret under seal; and (ii) does not disclose the trade secret, except pursuant to court order.
4. Intellectual Property Rights. 
   1. Intellectual Property. Except as otherwise detailed in a SOW, all intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all documents, work product and other materials that are delivered to Client under this Agreement or prepared by or on behalf of SecureSky in the course of performing the Professional Services, including the Deliverables, except for any Confidential Information of Client or pre-existing Client materials, shall be owned by SecureSky. SecureSky hereby grants Client a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Client to make reasonable use of the Deliverables and the Professional Services.
5. Representations and Warranties. 
   1. From SecureSky. SecureSky represents and warrants that the Professional Services will be performed in a professional and workmanlike manner. In the event of a breach of either warranty in this Section 5.1, SecureSky, at its own expense, shall promptly re-perform the Professional Services or repair and redeliver the Deliverable in question. The preceding sentence, in conjunction with Client’s right to terminate this Agreement for breach where applicable, states Client’s sole remedy and SecureSky’s entire liability for breach of the warranty in this Section 5.1.
   2. From Client. Client represents and warrants to SecureSky that:
      1. It will comply with all relevant security industry standards and practices to the extent such compliance is commercially reasonable.
      2. Client environments, hardware, software, and/or devices are owned or controlled by Client and Client is legally entitled to authorize the Professional Services to be performed with respect to such Client systems and facilities.
      3. SecureSky shall be entitled to rely, without verification or investigation, upon any and all instructions, guidelines, information, or materials provided or made available by Client.
   3. From Each Party. Each Party represents and warrants that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform as required by this Agreement.
   4. Warranty Disclaimers. Except as set forth above in this Section 5, SECURESKY PROVIDES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (a) SECURESKY DOES NOT REPRESENT OR WARRANT THAT THE DELIVERABLES WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (b) SECURESKY DOES NOT REPRESENT OR WARRANT THAT THE DELIVERABLES WILL BE SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CLIENT DATA WILL REMAIN PRIVATE OR SECURE. 
6. Indemnification. 
   1. Indemnification by SecureSky. SecureSky shall defend and indemnify Client and Client’s Associates (as defined below in Section 6.4) against any third party claim, suit, or proceeding (each, a “Claim”) arising out of, related to, or alleging: (a) direct infringement of any patent, copyright, trade secret, or other intellectual property right by any Deliverable; or (b) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of SecureSky or of any of its agents, subcontractors, or employees. SecureSky’s obligations set forth in Subsection 6.1(a) above do not apply to the extent that a Claim arises out of: (i) revisions to the Deliverable made without SecureSky’s written consent; (ii) Client’s failure to incorporate updates or upgrades that would have avoided the alleged infringement; (iii) SecureSky’s design or modification of the Deliverable in compliance with specifications provided by Client; or (iv) use of the Deliverable in combination with hardware or software not provided by SecureSky, unless the SOW, or other documentation provided by SecureSky or agreed between the Parties, (collectively, “Documentation”) refers to a combination with such hardware or software. In the event of a Claim pursuant to Subsection 6.1(a) above, SecureSky may request that Client cease all use of the Deliverable at issue, and if Client does not comply, SecureSky will have no obligations related to the Claim corresponding to Client’s use of the Deliverable starting 30 days after SecureSky’s request.
      1. Provided, however, the foregoing indemnification obligations in this Section 6.1 shall not apply to the extent such damages are caused by or result from the gross negligence or willful misconduct of Client or Client Associates or the breach by Client of any of its obligations under this Agreement or a SOW.
   2. Indemnification by Client. Client shall indemnify and defend SecureSky and SecureSky’s Associates (as defined below in Section 6.4) against any Claim arising out of or related to: (a) Client’s alleged or actual use of, misuse of, or failure to use a Deliverable; or (b) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the act or omission of Client or of any of its agents, subcontractors, or employees. Claims listed in Subsection 6.2(a) above include, without limitation: (i) claims by Client’s employees, contractors, or other users (collectively, “Users”) and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information or other private information. Claims listed above in Section 6.2(a) do not include any claim that would constitute a Claim pursuant to Section 6.1(a) above.
      1. Provided, however, the foregoing indemnification obligations in this Section 6.2 shall not apply to the extent such damages are caused by or result from the gross negligence or willful misconduct of SecureSky or SecureSky Associates or the breach by SecureSky of any of its obligations under this Agreement or a SOW.
   3. Client Indemnification for Testing Services. Client acknowledges that SecureSky’s performance of the Services may include scanning or penetration testing services, or other Processing of Client Tenant Environments, upon Client-provided Internet Protocol (IP) addresses, cloud environments and/or devices owned or controlled by Client (collectively the “Testing Services”) that, despite careful performance of the Testing Services by SecureSky, inherently increase the risk of system degradation or outage and unauthorized access to confidential, proprietary or privacy data and information. Client shall be responsible for, shall pay or cause to be paid, and shall indemnify, defend and hold harmless SecureSky Indemnified Parties from and against any and all damages from third-party Claims arising out of, resulting from or relating to any Testing Services furnished to Client or its affiliates as contemplated in this Agreement, including, but not limited to, any such Claims resulting from Client providing improper IP addresses, cloud environments, or devices to SecureSky.
   4. Litigation and Additional Terms. The obligations of the indemnifying party (“Indemnitor”) pursuant to Section 6.1, 6.2 and 6.3 above: (a) include retention and payment of attorneys and payment of court costs, as well as settlement at Indemnitor’s expense and payment of judgments; and (b) will be excused to the extent that the other contracting party’s (“Indemnified Party’s”) or any of such Indemnified Party’s Associates’ failure to provide prompt notice of the Claim or reasonably to cooperate materially prejudices the defense. Indemnitor will control the defense of any Claim, including appeals, negotiations, and any settlement or compromise thereof; provided Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it admit wrongdoing or liability or subjects it to any ongoing affirmative obligations. (A Party’s “Associates” are its officers, directors, shareholders, parents, subsidiaries, agents, successors, and assigns.)
7. Limitation of Liability.
   1. Waiver of Certain Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, ERRORS, DEFECTS, LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATORY PROFITS OR LOSS OF BUSINESS REPUTATION OR GOODWILL, IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE PLATFORM, LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, BREACH OF DATA OR SYSTEM SECURITY OR COST OF REPLACEMENT GOODS OR PLATFORM, EVEN IF A PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST DATA, LOST PROFITS OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHER INDIRECT DAMAGES OF ANY KIND FOR ANY REASON WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES BASED UPON NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY, OR ANY OTHER THEORY.
   2. Limitation of Liability. EXCEPT AS PROVIDED IN SECTION 7.3 AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY SOW TO THE CONTRARY, NEITHER PARTY’S CUMULATIVE LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS RELATING TO ITS SERVICES OR ANY OTHER MATTERS INVOLVING OR OTHERWISE CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CAUSES OF ACTION ARISING OUT OF OR BASED UPON CONTRACT, TORT, WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL EXCEED THE AGGREGATE AMOUNT OF FEES PAID TO SECURESKY BY CLIENT UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   3. Exceptions to Limitations. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO CLAIMS UNDER SECTION 3 (CONFIDENTIAL INFORMATION) OR SECTION 6 (INDEMNIFICATION), REGARDLESS OF THE FORM OF ACTION, EXCEED THREE TIMES THE AGGREGATE AMOUNT OF FEES PAID TO SECURESKY BY CLIENT UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   4. Clarifications and Disclaimers. THE LIABILITIES LIMITED BY THIS SECTION 7 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF A PARTY IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF A PARTY’S REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 7, a Party’s liability will be limited to the maximum extent permissible.
8. Term and Termination.
   1. Term. The term of this Agreement will commence on the Effective Date and continue for the period set forth in any outstanding SOW.
   2. Termination for Cause. Either Party may terminate this Agreement for the other’s material breach by written notice specifying in detail the nature of the breach, effective in thirty (30) days unless the other Party first cures such breach, or effective immediately if the breach is not subject to cure.
   3. Survival. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Client to pay fees incurred before termination; (b) Sections 1.2.3 (Restrictions on Deliverables Rights), 3 (Confidential Information), 5.4 (Warranty Disclaimers), 6 (Indemnification), 7 (Limitation of Liability), and 9 (General Provisions); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
9. General Provisions.
   1. Force Majeure. In no event will SecureSky be liable or responsible to Client, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond SecureSky’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, epidemics, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either Party may terminate this Agreement if a Force Majeure Event affecting the other Party continues substantially uninterrupted for a period of thirty (30) days or more. In the event of any failure or delay caused by a Force Majeure Event, SecureSky shall give prompt written notice to Client stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
   2. Non-Solicitation. During the Term of this Agreement, and continuing through the first anniversary of the termination of this Agreement, neither Party (or its subsidiaries, or partners) shall actively solicit to employ or employ any employee of the other Party, its affiliates or business partners who has performed any material work for the hiring party under this Agreement, and with whom the hiring party has had direct contact under this Agreement, without the other Party’s written consent. However, “actively solicit to employ or employ” shall not be deemed to include general recruitment advertising or postings addressed to the general public.
   3. Independent Contractors. The Parties agree that SecureSky is an independent contractor and not an employee, agent or partner of Client, or in a joint venture with Client. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and either SecureSky or any employee or agent of SecureSky.
   4. No Waiver. Neither Party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
   5. Amendment. This Agreement may not be amended except through a written agreement by authorized representatives of each Party.
   6. Non-Assignability and Binding Effect. Except as otherwise provided herein, Client may not assign this Agreement or any SOW to any third party without SecureSky’s prior written consent, such consent not to be unreasonably withheld or delayed. Either Party may assign this Agreement without consent in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of the assets to which this Agreement pertains; provided that the assigning party provides prompt written notice to the other Party of any such permitted assignment. Any assignment or transfer of this Agreement in violation of the foregoing shall be null and void. This Agreement and any SOW shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
   7. Notices. All notices, demands, or other communications required or desired to be given hereunder by any Party shall be in writing and shall be given in the following manner and be deemed given as follows: (i) if by personal delivery, on the date of receipt by the intended recipient; (ii) if by private courier or by Express Mail or certified postage prepaid and return receipt requested (as applicable), on the date of first attempted delivery (whether successful or not) to the intended recipient’s last known address; or (iii) if by e-mail to the addressee specified in this Section 9.7 or the signature page on the date of electronic confirmation of receipt by the intended recipient. All notices hereunder shall be addressed as follows:
      If to SecureSky:
      5005 S. 153rd St., Suite 202
      Omaha, NE 68137
      Email: legal@securesky.com
      If to Client: To the name, address and email provided in a SOW.
   8. SecureSky Marketing. Neither Party will make or issue any public statement regarding the existence or content of this Agreement without the prior written consent of the other Party; provided, however, Client agrees that SecureSky may include the Client name and/or logo in marketing presentations where the Client is included with other SecureSky clients.
   9. Construction. The Parties agree that the terms of this Agreement result from negotiations between them. This Agreement will not be construed in favor of or against either Party by reason of authorship.
   10. Governing Law and Venue. This Agreement, including any SOW, and any claims, whether in contract, tort or otherwise, arising from this Agreement or any SOW shall be governed by and interpreted in accordance with the laws of Nebraska, without giving effect to its principles of conflicts of law. The Parties agree that the state and federal courts sitting in Douglas County, Nebraska USA shall have proper and exclusive jurisdiction and venue for any proceedings arising from this Agreement.
   11. Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.
   12. No Third-Party Reliance. The Professional Services by SecureSky, and any related representations and warranties, are solely for the benefit of the Client. Nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto, any legal or equitable rights hereunder. SecureSky assumes no liability to any third party (other than, as applicable, Indemnified Party’s) because of any reliance on the representations, warranties and agreements of Client with such third party based on this Agreement.
   13. Severability. If any severable provision of this Agreement is deemed invalid or unenforceable by any judgment of a court of competent jurisdiction, the remainder of this Agreement shall not be affected by such judgment, and the Agreement shall be carried out as nearly as possible according to its original terms and intent.
   14. Feedback. SecureSky has not agreed to and does not agree to treat as confidential any Feedback (as defined below) that Client or any User provides to SecureSky, and nothing in this Agreement or in the Parties’ dealings arising out of or related to this Agreement will restrict SecureSky’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit Feedback, without compensating or crediting Client or the User in question. Notwithstanding the provisions of Section 3 above, Feedback will not be considered Confidential Information, provided information Client transmits with Feedback or related to Feedback may be considered Confidential Information. (“Feedback” refers to any suggestion or idea for improving or otherwise modifying any of SecureSky’s products or services.)
   15. Conflicts. In the event of any conflict among a SOW and this Agreement, the following order of precedence will govern, with lower numbers governing over higher ones: (1) this main body of this Agreement; and (2) any SOW.