PLEASE NOTE THAT YOUR USE OF AND ACCESS TO THE SOLUTIONS ARE SUBJECT TO THE FOLLOWING TERMS.
Please read these Terms carefully; they are legally binding on you. If you are accepting these Terms or using the Solutions on behalf of an organization (e.g., your employer or client) (the “Organization”), you represent and warrant that you are authorized to agree to these Terms on the Organization’s behalf and bind the Organization to these Terms, and when these Terms refer to “you”, it means you individually, as the “Customer”, and the Organization. These Terms include the provisions in this document, as well as those in the Privacy Policy.
We may provide you access to the Solutions pursuant to written or electronic subscription, license, services agreement, or order form agreed to by you and ICON (each an “Agreement”). To the extent there is any conflict between these Terms and the terms and conditions set forth in an applicable Agreement, the terms and conditions of the Agreement shall control.
Definitions.
1.1
“Confidential Information” means any information disclosed by either party to the other party pursuant to these Terms that (a) is in written, graphic, machine readable, or other tangible form and is marked “Confidential,” “Proprietary,” or in some other manner to indicate its confidential nature, or (b) in the case of oral or visual disclosure is identified as confidential at the time of disclosure, or (c) under the circumstances should in good faith be considered to be confidential. Confidential Information includes, without limitation, information related to: research, product plans, products, developments, inventions, processes, designs, markets, business plans, agreements with third parties, services, customers, marketing or finances of either party, the content or existence of any negotiations, and pricing. Notwithstanding the foregoing, all technology or proprietary information underlying Licensed Data and the HumanFirst Platform shall be deemed Confidential Information of ICON without any need for designating the same as confidential or proprietary; Organization Data shall be deemed Confidential Information of the Organization without any need for designating the same as confidential or proprietary.
1.2
“Customer” means an individual that creates an account for use of the HumanFirst Platform or to otherwise access the Solutions, with or without an Agreement.
1.3
“Organization” means an entity, company, institution, or any other type of business or corporation with which a Customer is associated (e.g., the Customer’s employer or client).
1.4
“Organization Data” means any data or other content or information provided by or on behalf of Customer to ICON via the HumanFirst Platform or another mean, which (a) would not otherwise be available to ICON, independent of these Terms, such as information published on clinicaltrials.gov or in a journal publication, or (b) ICON has not de-identified and/or aggregated, as set forth herein.
1.5
“Data Derivatives” means summaries, reports, and similar analytic or insight materials created by Customer (a) that incorporate the Licensed Data or are otherwise derived from Customer’s or its affiliates’ access to or use of the Licensed Data, (b) that incorporate data, information, and content created by Customer or licensed from other third parties from various sources (“Other Data”); and (c) where the Licensed Data and Other Data are aggregated together and it is technically unfeasible to separate Licensed Data from the Other Data; provided that such Customer-created materials (i) do not include, display, present any Licensed Data in the form that ICON originally provided to Customer, (ii) contain only insubstantial portions of the Licensed Data, (iii) are not competitive with or similar to any ICON product or services based on or related to the Licensed Data, and (iv) derive the primary value from the Other Data used therein or Customer’s own analysis or insights
1.6
“Licensed Data” means data (a) compiled, collected, created or generated by ICON from various sources and maintained in the HumanFirst database and (b) made available to Customer through the HumanFirst Platform or otherwise downloaded, retrieved, extracted, or otherwise obtained by Customer from the Solutions or under these Terms.
1.7
“HumanFirst Platform” means the software-as-a-service made available to Customer by ICON, which is hosted on servers under the control or direction of ICON and provided for Customer to access and use via the internet, including any derivatives, improvements, enhancements, and/or extensions related thereto.
1.8
“Intellectual Property Rights” means all rights of the following types, under the laws of any jurisdiction worldwide: (a) rights associated with works of authorship, including exclusive exploitation rights, copyrights, and moral rights; (b) trade secret rights; (c) patent and industrial property rights; (d) other proprietary rights of every kind and nature; and (e) rights in or relating to registrations, renewals, extensions, combinations, divisions, and reissues of, and applications for, any of the above.
1.9
“License Term” means the license term set forth on the applicable Order Form, or if the term is not specified, a 12-month term from the effective date of the applicable Order Form or acceptance of these Terms.
1.10
“Order Form” means an order for all or part of the Solutions, submitted by Customer to and accepted by ICON that references to these Terms.
1.11
“Solutions” means, collectively, the HumanFirst Platform, Licensed Data and any other offerings provided by ICON, which may also include professional services provided by ICON.
ICON’s Responsibilities.
2.1
Access. Subject to Customer's full compliance with these Terms, ICON will provide Customer with access to the HumanFirst Platform during the License Term. ICON may in its sole discretion modify, enhance, or otherwise change the HumanFirst Platform. ICON may delegate the performance of certain portions of the HumanFirst Platform to third parties, including ICON's affiliates and providers of hosting services.
2.2
Passwords. ICON reserves the right to periodically reset issued passwords. ICON will provide prompt notice to Customer of any such password reset.
Customer’s Responsibilities.
3.1
Equipment. Customer will be responsible for obtaining and maintaining at its expense all the necessary computer hardware, software, services, modems, connections to the internet, and other items operated or provided by third parties (“Third Party Services”) as required for Customer’s access and use of the HumanFirst Platform via the internet. ICON is not responsible for the operation of any Third Party Services nor the availability or operation of the HumanFirst Platform to the extent that such availability and operation is dependent upon Third Party Services. ICON does not make any representations or warranties with respect to Third Party Services or any third party providers.
3.2
No Personal Use. The Solutions are not intended for personal use. As such, ICON requires that you neither create an account for personal use nor use your personal email address to create an account. If ICON reasonably believes that you signed up with a personal email address, ICON may require you to transfer your access to an email address associated with your Organization. You acknowledge and agree that your use of an email address associated with an Organization for the Solutions constitutes your acceptance that such use shall only be for, on behalf of, or in connection with your work or responsibilities for such Organization (the “Permitted Purposes”), and not for your personal purposes.
3.3
Organization Account. Before signing up, please contact your Organization to verify whether it has purchased any of the Solutions. If your Organization has an Agreement with ICON (previously HumanFirst), your use will be subject to the terms of that Agreement. If your Organization does not have an Agreement, you may use your email address associated with such Organization to sign up for the Solutions and these Terms will govern. If your Organization later enters into an Agreement for the Solutions after you sign up, your use of the Solutions will be governed by the applicable Agreement.
3.4
Organization Rights to Information. You should be aware that information you share with us may be transferred over to your Organization, which may have certain rights over your information.
3.5
Unauthorized Use. Customer will use reasonable efforts to prevent any unauthorized use of the HumanFirst Platform, Licensed Data, or the Solutions, and will promptly notify ICON in writing, by email to
[email protected], of any unauthorized use that comes to Customer’s attention and provide all reasonable cooperation to prevent and terminate such use.
3.6
Privacy Policy. Customer further acknowledges, agrees to, and is bound by the Privacy Policy [
https://www.iconplc.com/privacy] (as it may be updated from time to time), except to the extent expressly and directly in conflict with these Terms.
License Grants; Restrictions.
4.1
License to Customer. Subject to Customer’s full compliance with these Terms, ICON hereby grants Customer a limited, non-exclusive, non-transferable (except as permitted under Section 16) license, without right of sublicense, during the License Term, to access and use the HumanFirst Platform and Licensed Data solely for Customer’s own Permitted Purposes or as set forth in an Agreement and solely for the Organization’s internal business purposes.
4.2
Data Derivatives. ICON recognizes that Customer may use limited portions of the Licensed Data to develop Data Derivatives for its internal use for the purpose of supporting its scientific research and pharmaceutical product development (the “Project”); provided that Licensed Data embedded or incorporated into the Data Derivatives remains the sole and exclusive property of ICON at all times.
4.3
Organization Data Usage. Customer hereby grants ICON a license to use Organization Data for the sole purposes of: (a) maintaining and providing the Solutions to Customer; (b) aggregating and/or de-identifying Organization Data to create Licensed Data, and freely using and making available Licensed Data for ICON’s business purposes (including without limitation, for purposes of industry benchmarking and improving, testing, operating, promoting, marketing, and providing ICON’s products and services); and (c) enforcing its rights under these Terms.
4.4
License Restrictions. Customer shall not, and shall not permit any third party to:
(a) decompile, disassemble, or reverse engineer the HumanFirst Platform, or otherwise attempt to discover the source code, object code, logic, process or underlying methodology, structure, ideas or algorithms of the HumanFirst Platform, or related trade secrets, or any software, documentation, or data related to the HumanFirst Platform;
(b) Extract, gather, or use information or other content available from or through the HumanFirst Platform through any means not intentionally made available or provided for through the HumanFirst Platform;
(c) “crawl”, “scrape”, or “spider” any page, data, or portion of or relating to the Solutions or the Licensed Data (through use of manual or automated means);
(d) copy or store any significant portion of the Licensed Data;
(e) Sub-license, distribute, or use the HumanFirst Platform or its content, including the Licensed Data, for the benefit of an unaffiliated third party, except as otherwise expressly permitted by these Terms;
(f) Remove any copyright, trademark, patent or other proprietary notices from the HumanFirst Platform or its content (including the Licensed Data) or outputs;
(g) use the Licensed Data or HumanFirst Platform (or any portion thereof) except to the extent permitted in Section 4.1, or other than (i) in accordance with these Terms and (ii) in compliance with all applicable laws and regulations;
(h) modify or create any derivative work of any part of Licensed Data or HumanFirst Platform (or any portion thereof) other than pursuant to Section 4.2;
(i) market, sublicense, publish, distribute, reproduce, resell, assign, transfer, rent, lease, loan, or otherwise permit third parties to use the Licensed Data or HumanFirst Platform (or any portion thereof);
(j) use the Licensed Data or HumanFirst Platform (or any portion thereof) for commercial time-sharing or service-bureau use, to create similar or competitive products or services, or for any purpose other than its own internal use;
(k) publish any results of benchmark tests run on the HumanFirst Platform;
(l) place the Licensed Data or HumanFirst Platform in any data retrieval systems without ICON’s prior written approval;
(m) store or use the Licensed Data after the License Term.
4.5
Review of Publications; ICON Attribution. In the event that Customer intends to include Licensed and/or any Data Derivatives in abstracts, manuscripts, presentations, or other publications (collectively, “Publications”) by Customer or any third party and except as may be provided in an Agreement, any such Publication will be submitted by Customer or such third party for review by ICON at least 5 days prior to submission in order for ICON to confirm appropriate use, characterization, attribution, and other information in respect of such Licensed Data and/or any Data Derivatives thereof for the Publication. Customer agrees that any and all citations it makes pursuant to this Section shall be cited as set forth above and all other uses of ICON's logo and Confidential Information must be approved in advance in writing by ICON. Customer must quote or attribute Licensed Data and other information provided to Customer by ICON in Customer's external publications; provided that: (1) Customer credits ICON as a source of information only; and (2) the following disclaimer shall be included with any publication containing any Licensed Data: "The information attributed to ICON herein is provided as is, and ICON makes no representation and/or warranty of any kind, including but not limited to, the accuracy and/or completeness of such information." This form of disclaimer may be revised by ICON upon written notice to Customer.
4.6
Audit. During the Term and a period of six (6) months following termination, ICON will have the right to audit each Customer or Organization’s compliance with these Terms and with any applicable Agreement. Any such audit shall be upon reasonable prior written notice, at a mutually agreed time, during Organization’s business hours and subject to Organization’s applicable confidentiality obligations to third parties.
4.7
Reservation of Rights. ICON reserves all rights to the Licensed Data, HumanFirst Platform, and Solutions (or any portion thereof) not otherwise expressly granted in this Section 4.
Payments and Taxes.
5.1
Fees. Without a written Agreement separately executed between the Organization and ICON (or previously HumanFirst), Customer’s use of the HumanFirst Platform under these Terms is free. In the event that Customer selects a free plan in violation of the requirements set forth in these Terms, Customer will be invoiced as set forth on ICON’s then-current pricing, and Customer agrees to pay such invoiced fees without any right of set-off or deduction. If not otherwise specified in an Agreement, payments will be due within thirty (30) days of Customer or Organization’s receipt of an invoice from ICON. All payments shall be made in U.S. dollars in immediately available funds and are non-refundable. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate allowed by law, whichever is less.
5.2
Taxes. Customer shall pay any sales, use, value-added, property, and other taxes, withholdings and similar charges based on or arising from any applicable Fees (other than taxes based on ICON’s net income).
Warranty Disclaimer. To the maximum extent permitted by applicable law, Licensed Data, HumanFirst Platform, and the Solutions, and all related information, technology, and services provided by or on behalf of ICON are provided “as is,” “as available,” and without any representations or warranties of any kind, express or implied, and ICON expressly disclaims any other warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose (even if advised of the purpose), accuracy, title, and/or non-infringement. In addition, ICON does not warrant that access to the Licensed Data, HumanFirst Platform, and the Solutions will be uninterrupted or error free, that Licensed Data, HumanFirst Platform, and the Solutions will meet Customer’s needs, or that data will not be lost, or that Licensed Data, HumanFirst Platform, and the Solutions is free of viruses or other harmful components.
Term, Termination, and Survival.
7.1
Term. These Terms shall commence on the date a Customer accepts these Terms and ends when (i) terminated at any time by either party with or without cause upon five (5) days notice to the other party, or (ii) otherwise terminated pursuant to these Terms. If a Customer’s Organization has a separate written Agreement with ICON (or previously HumanFirst), the terms of that Agreement shall govern.
7.2
Termination. In the case of a Customer whose Organization has entered into a written Agreement, unless otherwise specified in such Agreement, either party may terminate these Terms: (a) on thirty (30) days’ prior written notice if the other party materially breaches any of these Terms and such breach remains uncured thirty (30) days following such party’s receipt of the terminating party’s notice; except that ICON may suspend or terminate Customer’s access to any and all of the Solutions immediately at any time upon notice to Customer for any breach of section 4.4 of these Terms by Customer ; (b) immediately on written notice if: (i) all or substantially all of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; (ii) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within ninety (90) days; or (iii) the other party is adjudged bankrupt or insolvent. Customers with free accounts may terminate their use of our Solutions at any time without written notice by ceasing their use of all Solutions.
7.3
Survival. Upon termination of these Terms, all licenses granted to Customer and/or Organization hereunder shall immediately terminate. The following provisions shall survive any termination or expiration of these Terms: Sections 1, 4.2(b) and (c), 4.3, 4.4, 5, 6, 7.3, and 8 through 16 (inclusive).
7.4
At the end of the License Term, Customer shall (i) cease using Licensed Data and (ii) at ICON’s direction, return to ICON or destroy all copies thereof (as certified by Customer’s officer), other than as may be contained in routine electronic files required by Customer's standard archiving, back-up, or records retention procedures, which are automatically produced in the ordinary course of business which are not, in ordinary course of business, accessible from employee workstations. Subject to all other requirements of these Terms, Customer may retain and use the Licensed Data as included in the Data Derivatives beyond the License Term as required solely for Customer’s continuation of the Project initiated during the License Term, provided that such retained Licensed Data shall be subject to all terms and conditions of these Terms and Customer shall, as ICON’s direction, return or destroy copies thereof (as certified by Customer’s officer) upon the completion of such Project.
Limitation of Liability. The aggregate liability of ICON (or its licensors or suppliers) in connection with these Terms or its subject matter, however caused, and on any theory of liability, including without limitation contract, strict liability, negligence and/or other tort, shall in no event exceed five hundred U.S. Dollars ($500). In no event will ICON (or its licensors or suppliers) be liable for any indirect, incidental, special, or consequential damages, including without limitation damages for loss of profits, revenue, data, or data use, even if advised of the possibility of such damages, including, without limitation, any liability related to the procurement of substitute goods. The foregoing limitations form an essential basis for these Terms and shall survive regardless of the failure of any remedy of its essential purpose.
Ownership.
9.1
ICON’s Ownership Rights. Subject only to the limited license expressly granted under these Terms, as between ICON and Customer, ICON shall retain all right, title, and interest in and to the Licensed Data, HumanFirst Platform and Solutions, excluding the Organization Data therein (which has not been aggregated and/or de-identified), and all Intellectual Property Rights therein. Nothing in these Terms will confer on Customer any right of ownership or interest in the Licensed Data, HumanFirst Platform and Solutions, excluding the Organization Data therein (which has not been aggregated and/or de-identified), and all Intellectual Property Rights therein. To the extent Customer has or obtains any right, title, or interest in the Licensed Data, HumanFirst Platform, Reports, and Solutions, excluding the Organization Data therein (which has not been aggregated and/or de-identified), or any Intellectual Property Rights therein, Customer hereby assigns, and agrees to assign, without further consideration, to ICON all such right, title, and interest Customer may have or obtain.
9.2
Organization’s Ownership Rights. Subject only to the limited license expressly granted hereunder, as between Customer and ICON, Organization shall retain all right, title, and interest in and to the Organization Data, and all Intellectual Property Rights therein. Customer understands that once ICON de-identifies Organization Data and/or aggregates Organization Data with other data, the resulting de-identified and/or aggregated data is no longer under the Customer’s ownership or control and is owned by ICON. ICON uses de-identified and/or aggregated data to improve its Solutions and/or provide Solutions for customers such as reports and analytics. In the event that a Customer is no longer associated with an Organization, that individual’s Organization Data shall be retained independent of such Customer’s account. Notwithstanding the foregoing, Customer acknowledges and agrees that if Customer uses the HumanFirst Platform for, on behalf of, or in connection with any Organization, such Organization may have certain rights over the Organization Data (such as the right to access, edit, export, or delete, or right to grant access to third parties) and may request ICON to transfer the Organization Data for which it has rights from Customer’s individual account over to such Organization. Customer further acknowledges and agrees that Customer may be subject to any agreement Customer has entered into with their Organization, and any such agreement and/or their Organization, not these Terms or ICON, decides and controls what rights such Organization may have over any Organization Data.
9.3
Feedback. Either party may voluntarily provide feedback, suggestions, ideas, enhancement requests, recommendations or other information (the “Feedback”) to the other about the other party’s Confidential Information and/or products and services. Each party shall be free to use or exploit the Feedback provided to it without further consideration or compensation to the other party.
Indemnification. Customer shall indemnify, defend, and hold ICON and its affiliates, and its and their officers, members, directors, employees, agents, successors and assigns harmless from and against all liabilities (including liabilities arising out of the application of the doctrine of strict liability), obligations, losses, damages, penalties, fines, claims, actions, suits, judgments, costs, expenses, and disbursements (including reasonable legal fees and expenses and reasonable costs of investigation) (“Losses”) arising from an unaffiliated third party claim arising out of or resulting from Organization Data or from Customer’s unauthorized use or access of the Solutions. Customer shall not have any right, without ICON’s written consent (which consent shall not be unreasonably withheld), to settle any such claim in a manner that does not unconditionally release ICON.
Confidentiality.
11.1
Each party shall treat as confidential all Confidential Information of the other, shall not use such Confidential Information except as set forth in these Terms, and will not disclose such Confidential Information to any third party except as expressly permitted herein without the disclosing party’s written consent. The receiving party shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of the disclosing party’s Confidential Information, but in no event less than reasonable care. The receiving party shall promptly notify the disclosing party of any actual or suspected misuse or unauthorized disclosure of any of the Confidential Information. In the event of any termination of access to the Solution, each party will either return or, at the disclosing party’s request, destroy the Confidential Information of the other party; provided however, that each receiving party may retain copies of the disclosing party’s Confidential Information for routine backup and archival purposes. Notwithstanding the foregoing, the obligations set forth in this Section 11.1 shall not apply with respect to any information to the extent that it is: (a) already in the possession of the receiving party without restriction prior to the first disclosure hereunder as shown by records or files; (b) is already or becomes generally available to the public after the time of disclosure other than as a result of any improper action by the receiving party; (c) was rightfully disclosed to it by a third party without restriction; or (d) is independently developed by either party without use of the Confidential Information from the other party. The receiving party may make disclosures required by law or court order provided that, if practicable, the receiving party provides adequate notice and assistance to the disclosing party for the purpose of enabling the disclosing party to prevent and/or limit the disclosure.
11.2
ICON may disclose the disclosing party’s Confidential Information to ICON employees, affiliates, agents, consultants, or officers who have a need to know such information in order to enable ICON in developing the Solutions (“Representatives”); provided, however, that (1) such Representatives must be bound by a written agreement or established professional responsibility standards containing confidentiality obligations no less restrictive than those set forth under these Terms and (2) ICON shall be responsible for any unauthorized disclosure or use of the disclosing party’s Confidential Information by such Representatives.
Notices. All notices under these Terms will be in writing and will be deemed to have been duly given: when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail to
[email protected]; and upon receipt, if sent by certified or registered mail (return receipt requested), postage prepaid.
Governing Law, Jurisdiction, Venue, and Dispute Resolution. These Terms shall be construed in accordance with applicable U.S. federal law and the laws of the State of New York without regard to conflict of laws principles.
In the event of any dispute or difference arising out of or in connection with these Terms (the “Dispute"), the following procedures shall apply:
• The parties shall in good faith attempt to resolve the Dispute by negotiation including member(s) of each party’s senior management team with such negotiation (through any means of communication including in person, by telephone, videoconferencing or writing) to take place following the written request of either party to refer the Dispute to good faith negotiation. In the event that within a period of ninety (90) days of request of a party to resolve the Dispute, the parties are unable to resolve the Dispute, either party may refer the Dispute to arbitration under the Rules of Arbitration of the International Chamber of Commerce, by three arbitrators appointed in accordance with those Rules to finally resolve the Dispute.
• Unless the parties expressly agree in writing to the contrary, the parties undertake as a general principle to keep confidential the existence of the Dispute and the facts, matters and circumstances leading to the Dispute, the fact the parties have entered into arbitration and all facts, matters and discussions leading to or arising during or in respect of the arbitration, all settlements arising pursuant to the Dispute, all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings or in relation to the Dispute not otherwise in the public domain - save and to the extent that disclosure may be required of a party by legal or regulatory duty, that party’s listing requirements or to enforce an award in bona fide legal proceedings before a state court or other judicial authority.
• The award of the arbitrators shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction. The seat of the arbitration shall be New York, New York. The language of the arbitration shall be English. CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER AND ICON IS EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Force Majeure. Other than for payment of money, a party shall be excused from any delay or failure in performance hereunder due to any labor dispute, government requirement, internet congestion or breakdown, or any other cause beyond its reasonable control. Other than for payment of money, a party shall be excused from any delay or failure in performance hereunder due to any labor dispute, government requirement, internet congestion or breakdown, or any other cause beyond its reasonable control. Other than for payment of money, a party shall be excused from any delay or failure in performance hereunder due to any labor dispute, government requirement, internet congestion or breakdown, or any other cause beyond its reasonable control.
Relationship of the Parties. The relationship between the parties shall only be that of independent contractors. Neither party is an agent, representative, partner, employer, or employee of the other party, and neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
General. Customer shall neither assign nor transfer any of its rights, obligations or benefits under these Terms to any third party without the prior written consent of ICON, except that Customer may transfer the Organization Data to an Organization that has an Agreement with ICON. ICON may freely assign or transfer these Terms without the consent of the Customer. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their successors and assigns. These Terms (including the Privacy Policy referenced herein) are the entire agreement between the parties hereto pertaining to access to the Solutions except where superseded by a written Agreement that is in effect. Any waiver by either party of any default or breach hereunder shall not constitute a waiver of any provision of these Terms or of any subsequent default or breach of the same or different kind. All waivers under these Terms must be in a writing executed by a duly authorized representative of each of the parties. If any provision of these Terms is determined to be unenforceable, that provision will be replaced with the valid one that most closely achieves the parties' intent and the remainder of these Terms will remain enforceable. ICON reserves the right to change, modify, add or remove portions of these Terms in its sole discretion at any time. Customer must check periodically for any modifications at https://www.gohumanfirst.com/terms-and-conditions, and Customer’s continued use of the Solutions following the posting of any changes will mean that Customer has accepted the changes. Except for changes by ICON as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both parties.
