iCenna Cloud Services Agreement

iCenna Company (شركة ايسيننا) — Commercial Registration No. 4030497928 — Kingdom of Saudi Arabia

Document Reference: iCenna_CSA_v1

This iCenna Cloud Services Agreement (this “Agreement”) is between iCenna Company, a company registered in the Kingdom of Saudi Arabia under Commercial Registration No. 4030497928 (“iCenna”, “we”, “us”, or “our”) and the customer entity identified in the applicable Sales Order (“You”). This Agreement sets forth the terms and conditions that govern Sales Orders placed under this Agreement for iCenna cloud services, including the iCenna Hospital Information System (HIS), Radiology/PACS, ERP, HR, Insurance & Revenue Cycle, and related modules and platforms.

1. DEFINITIONS

Capitalized terms used in this Agreement have the meanings set out below or as otherwise defined in the body of this Agreement or in Your Sales Order.

1.1. “Sales Order” means the ordering document (including any quotation, proposal or online order form) executed by You and iCenna, or accepted by You online, that identifies the Services ordered, the applicable fees, the Services Period, and any Services-specific terms, and that incorporates this Agreement by reference. Any reference in this Agreement to an “order” or “Your order” means a Sales Order.

1.2. “Services” means the iCenna cloud services listed in Your Sales Order, as further described in Section 2.1.

1.3. “Services Period” means the period defined in Your Sales Order during which the Services are made available to You, unless earlier terminated in accordance with this Agreement or Your Sales Order.

1.5. “PDPL” means the Personal Data Protection Law of the Kingdom of Saudi Arabia issued by Royal Decree No. M/19, as amended, together with its Implementing Regulations and any regulations, rules or guidelines issued by the Saudi Data & AI Authority (“SDAIA”) thereunder. “Personal Data”, “Controller” and “Processor” have the meanings given to them in the PDPL.

1.6. “iCenna-provided Software” means any software agent, application or tool (including the iCenna mobile applications) that iCenna makes available to You specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.

1.7. “Program Documentation” refers to the user manuals, help materials and readme files for the Services and any iCenna-provided Software. You may access the documentation online at iCenna.com or such other address specified by iCenna.

1.8. “Service Specifications” means the following documents, as applicable to the Services under Your Sales Order: (a) the iCenna Cloud Hosting Policy, the Program Documentation, the iCenna service descriptions, and the iCenna security practices; (b) the iCenna Privacy Policy; (c) the Data Processing Agreement; and (d) any other iCenna documents that are referenced in or incorporated into Your Sales Order.

1.9. “Third Party Content” means all software, data, text, images, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of iCenna that You may access through, within, or in conjunction with Your use of, the Services, including data received from government platforms and integrations (e.g., NPHIES), data feeds, dictionaries, code sets and terminologies licensed from third parties.

1.10. “Users” means, for Services, those employees, contractors, licensed healthcare practitioners and end users, as applicable, authorized by You or on Your behalf to use the Services in accordance with this Agreement and Your Sales Order. For Services that are specifically designed to allow Your patients, clients, agents, suppliers or other third parties to access the Services to interact with You (such as patient portals and mobile applications), such third parties will be considered “Users” subject to the terms of this Agreement and Your Sales Order.

1.11. “Your Content” means all software, data (including Personal Data and patient health records), text, images, audio, video, photographs, non-iCenna or third party applications, and other content and material, in any format, provided by You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement, iCenna-provided Software, other iCenna products and services, and iCenna intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party Content that is brought by You into the Services by Your use of the Services or any iCenna-provided tools.

2. USE OF THE SERVICES

2.1. We will make the iCenna services listed in Your Sales Order (the “Services”) available to You pursuant to this Agreement and Your Sales Order. Except as otherwise stated in this Agreement or Your Sales Order, You have the non-exclusive, non-transferable, limited right to use the Services during the Services Period, solely for Your internal business and healthcare operations within the Kingdom of Saudi Arabia. You may allow Your Users to use the Services for this purpose, and You are responsible for their compliance with this Agreement and Your Sales Order.

2.2. The Service Specifications describe and govern the Services. During the Services Period, we may update the Services and Service Specifications to reflect changes in, among other things, laws, regulations, rules, regulatory frameworks and controls issued by the NCA, SDAIA, the Ministry of Health (“MoH”), the Council of Health Insurance (“CHI”), and other competent Saudi authorities, as well as changes in technology, industry practices, patterns of system use, and availability of Third Party Content. Updates to the Services or Service Specifications will not materially reduce the level of performance, functionality, security or availability of the Services during the Services Period of Your Sales Order.

2.3. You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene; violate privacy rights or patient confidentiality; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or chain letters; infringe intellectual or other property rights; or otherwise violate the laws, regulations and ordinances applicable in the Kingdom of Saudi Arabia; (b) perform or disclose any benchmarking or availability testing of the Services, except as permitted in the Service Specifications; (c) perform or disclose any penetration testing, performance or vulnerability testing of the Services without iCenna’s prior written approval, or perform or disclose network discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of the Services; (d) use the Services to perform cyber currency or crypto currency mining; or (e) upload, store or process any content in violation of the Anti-Cyber Crime Law of the Kingdom of Saudi Arabia ((a) through (e) collectively, the “Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your Sales Order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action may include, without limitation, removing or disabling access to material that violates the policy.

3. FEES AND PAYMENT

3.1. All fees payable are due within thirty (30) days from the invoice date, unless otherwise stated in Your Sales Order. Once placed, Your Sales Order is non-cancelable and the sums paid non-refundable, except as provided in this Agreement or Your Sales Order. You will pay any value-added tax (VAT), withholding, or other similar taxes imposed by applicable law that we must pay based on the Services You ordered, except for taxes based on our income. Fees for Services listed in a Sales Order are exclusive of taxes and expenses, unless expressly stated otherwise in Your Sales Order. Invoices will be issued in compliance with the e-invoicing (Fatoora) requirements of the Zakat, Tax and Customs Authority (ZATCA).

3.2. If You exceed the quantity or scope of Services ordered (including the number of licensed facilities, beds, Users, or transaction volumes, as applicable), then You must promptly purchase and pay fees for the excess quantity.

3.3. You understand that You may receive multiple invoices for the Services. Invoices will be submitted to You pursuant to iCenna’s invoicing practices as communicated to You or as published at iCenna.com.

4. OWNERSHIP RIGHTS AND RESTRICTIONS

4.1. You or Your licensors retain all ownership and intellectual property rights in and to Your Content, including all patient health records and clinical data. We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative works thereof, and anything developed or delivered by or on behalf of us under this Agreement.

4.2. You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your Sales Order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is governed by separate third party terms between You and the third party.

4.3. You have the authority to and do grant us the right to host, use, process, display and transmit Your Content to provide the Services pursuant to and in accordance with this Agreement, Your Sales Order, the Data Processing Agreement, and applicable Saudi law. You have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights, consents and authorizations related to Your Content required by iCenna to perform the Services, including any patient consents required under the PDPL and applicable health regulations.

4.4. Except as permitted by this Agreement or Your Sales Order, You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data structures or similar materials produced by programs) unless required to be permitted by applicable law for interoperability; (b) access or use the Services to build or support, directly or indirectly, products or services competitive to iCenna; or (c) license, sell, transfer, assign, distribute, outsource, permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party.

5. NONDISCLOSURE

5.1. By virtue of this Agreement, the parties may disclose to each other information that is confidential (“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement and Your Sales Order, Your Content residing in the Services, and all information clearly identified as confidential at the time of disclosure.

5.2. A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.

5.3. Each party agrees not to disclose the other party’s Confidential Information to any third party other than as set forth in the following sentence for a period of five (5) years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party; however, we will protect the confidentiality of Your Content residing in the Services for as long as such information resides in the Services, and patient health information shall remain subject to the confidentiality obligations of applicable Saudi law without time limitation. Each party may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party may disclose the other party’s Confidential Information in any legal proceeding or to a competent Saudi governmental or regulatory authority as required by law.

6. PROTECTION OF YOUR CONTENT

6.1. In order to protect Your Content provided to iCenna as part of the provision of the Services, iCenna will comply with the applicable administrative, physical, technical and other safeguards, and other applicable aspects of system and content management, described in the iCenna Cloud Hosting Policy, available at iCenna.com/Cloud_Hosting_Policy (the “Cloud Hosting Policy”), which is incorporated into this Agreement by reference.

6.2. To the extent Your Content includes Personal Data, iCenna will furthermore comply with the following:

a. the iCenna Privacy Policy applicable to the Services, available at https://iCenna.com/privacy-policy; and

b. the applicable version of the iCenna Data Processing Agreement (the “Data Processing Agreement” or “DPA”), unless stated otherwise in Your Sales Order. The version of the Data Processing Agreement applicable to Your Sales Order (i) is available at iCenna.com/Data_Processing_Agreement and is incorporated herein by reference, and (ii) will remain in force during the Services Period of Your Sales Order. In the event of any conflict between the terms of the Data Processing Agreement and the terms of the Service Specifications (including the Privacy Policy), the terms of the Data Processing Agreement shall take precedence.

6.3. For purposes of the PDPL, You are the Controller of Personal Data contained in Your Content and iCenna is the Processor, processing such Personal Data solely on Your documented instructions as set out in this Agreement, Your Sales Order, and the DPA. Without prejudice to Sections 6.1 and 6.2 above, You are responsible for (a) any required notices, consents and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal Data and patient health information) as part of the Services; (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained in Your Content; and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the terms of this Agreement and/or Your Sales Order. To the extent You disclose or transmit Your Content to a third party, we are no longer responsible for the security or confidentiality of such content outside of iCenna’s control.

6.4. Health data within Your Content is recognized by the parties as sensitive Personal Data under the PDPL and as data subject to applicable MoH, CHI and NPHIES requirements. iCenna will process such data only pursuant to the terms of Your Sales Order, the Data Processing Agreement, the Service Specifications and this Agreement. You remain solely responsible for complying with Your specific regulatory, legal or data security obligations applicable to such data in Your capacity as a licensed healthcare provider.

7. CYBERSECURITY AND REGULATORY COMPLIANCE (KINGDOM OF SAUDI ARABIA)

7.3. Data Residency. Unless expressly stated otherwise in Your Sales Order, Your Content will be hosted and processed in data centers located within the Kingdom of Saudi Arabia, and iCenna will not transfer Your Content outside the Kingdom except as permitted by the PDPL, the applicable NCA controls, the DPA, and Your prior written approval where required by applicable law.

7.4. Incident Notification. iCenna will notify You without undue delay after becoming aware of a confirmed breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Your Content, in accordance with the DPA and the timelines required by the PDPL and applicable NCA requirements. Each party will provide the other with reasonable cooperation in respect of any notifications to competent authorities (including SDAIA and the NCA) or to affected data subjects required by applicable law.

8. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

8.1. Each party represents that it has validly entered into this Agreement and that it has the power and authority to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable care and skill and in all material respects as described in the Service Specifications (the “Services Warranty”). If the Services provided to You were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).

8.2. WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES (INCLUDING GOVERNMENT PLATFORMS AND INTEGRATIONS SUCH AS NPHIES, TO THE EXTENT THE ISSUE ORIGINATES FROM SUCH PLATFORM). THE SERVICES ARE A CLINICAL AND ADMINISTRATIVE SUPPORT TOOL; THEY DO NOT REPLACE THE PROFESSIONAL JUDGMENT OF LICENSED HEALTHCARE PRACTITIONERS, AND YOU REMAIN SOLELY RESPONSIBLE FOR ALL CLINICAL DECISIONS AND PATIENT CARE.

8.3. FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO US FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

8.4. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. LIMITATION OF LIABILITY

9.1. NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF THAT PARTY, FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE LAWS OF THE KINGDOM OF SAUDI ARABIA.

9.2. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE, GOODWILL, OR REPUTATION.

9.3. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF iCENNA AND OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR SALES ORDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR SALES ORDER FOR THE iCENNA SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

10. INDEMNIFICATION

10.1. If a third party makes a claim against either You or iCenna (“Recipient,” which may refer to You or us, depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, or material (collectively, “Material”) furnished by either You or us (“Provider,” which may refer to You or us depending on which party provided the Material) infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by a competent court or judicial committee to the third party claiming infringement, or the settlement agreed to by the Provider, if the Recipient does the following:

a. notifies the Provider promptly in writing, not later than thirty (30) days after the Recipient receives notice of the claim (or sooner if required by applicable law);

b. gives the Provider sole control of the defense and any settlement negotiations; and

c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim.

10.2. If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects our ability to meet obligations under the relevant Sales Order, then we may, upon thirty (30) days’ prior written notice, terminate the Sales Order and refund any unused, prepaid fees for the Services under the terminated Sales Order.

10.3. The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version of the Material which has been superseded (and the Recipient has been notified in writing of the new version), if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any material not furnished by the Provider. We will not indemnify You to the extent that an infringement claim is based on Third Party Content or any material from a third party source that is accessible or made available to You within or by the Services.

10.4. This Section 10 provides the parties’ exclusive remedy for any claims or damages under Section 10.1.

11. TERM AND TERMINATION

11.1. This Agreement is valid for the Sales Order which this Agreement accompanies.

11.2. Services shall be provided for the Services Period defined in Your Sales Order.

11.3. We may suspend Your and/or Your Users’ access to, or use of, the Services if we believe that (a) there is a significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; (c) there is a violation of the Acceptable Use Policy; (d) we are required to do so by a competent Saudi authority; or (e) You provided false account or payment information or Your payment method is refused. When reasonably practicable and lawfully permitted, we will provide You with advance notice of any such suspension. We will use reasonable efforts to limit any suspension to the portion of the Services related to the issue causing suspension and to re-establish the Services promptly after we determine that the issue has been resolved. During any suspension period, we will make Your Content (as it existed on the suspension date) available to You, recognizing the continuity-of-care obligations applicable to healthcare providers. Any suspension under this Section shall not excuse You from Your payment obligations.

11.4. If either of us breaches a material term of this Agreement or any Sales Order and fails to correct the breach within thirty (30) days of written specification of the breach (provided in accordance with Section 17.1 below), then the breaching party is in default and the non-breaching party may terminate (a) in the case of breach of any Sales Order, the Sales Order under which the breach occurred; or (b) in the case of breach of this Agreement, this Agreement and any Sales Orders that have been placed under this Agreement. If we terminate any Sales Orders as specified in the preceding sentence, You must pay within thirty (30) days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the terminated Sales Order(s) plus related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement and/or Your Sales Order, You may not use those Services ordered.

11.5. At the end of the Services Period, we will make Your Content (as it existed at the end of the Services Period) available for retrieval by You, in a structured, commonly used and machine-readable format, during the retrieval period specified in the Service Specifications. Following the retrieval period, and except as may be required by applicable law (including medical records retention requirements applicable to You), we will securely delete any of Your Content that remains in the Services in accordance with the NCA Data Cybersecurity Controls and our data deletion practices described in the Cloud Hosting Policy.

11.6. Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment, confidentiality, and others which by their nature are intended to survive.

12. THIRD PARTY CONTENT, SERVICES AND WEBSITES

12.1. The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access, third parties’ websites, platforms, content, products, services, and information, including government platforms and integrations such as NPHIES, ZATCA (Fatoora), GOSI, and payment gateways (“Third Party Services”). iCenna does not control and is not responsible for Third Party Content or Third Party Services. You are solely responsible for complying with the terms of access and use of Third Party Services, and if iCenna accesses or uses any Third Party Services on Your behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use, including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by the terms of access and use for such services.

12.2. Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any warranty of any kind. To the extent not prohibited by law, we disclaim all liabilities arising from or related to Third Party Content.

12.3. You acknowledge that: (a) the nature, type, quality and availability of Third Party Content and Third Party Services may change at any time during the Services Period, and (b) features of the Services that interoperate with Third Party Services depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) and platforms. We may need to update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. Any such change during the Services Period does not affect Your obligations under this Agreement or the applicable Sales Order, and You will not be entitled to any refund, credit or other compensation due to any such changes.

13. SERVICE MONITORING, ANALYSES AND iCENNA-PROVIDED SOFTWARE

13.1. We continuously monitor the Services to facilitate iCenna’s operation of the Services; to help resolve Your service requests; to detect and address threats to the functionality, security, integrity, and availability of the Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or violations of the Acceptable Use Policy, in each case consistent with the logging and monitoring requirements of the applicable NCA controls. iCenna monitoring tools do not collect or store any of Your Content residing in the Services, except as needed for such purposes. iCenna does not monitor, and does not address issues with, non-iCenna software provided by You or any of Your Users that is stored in, or run on or through, the Services. Information collected by iCenna monitoring tools (excluding Your Content) may also be used to assist in managing iCenna’s product and service portfolio, to help iCenna address deficiencies in its product and service offerings, and for license management purposes.

13.2. We may (a) compile statistical and other information related to the performance, operation and use of the Services, and (b) use data from the Services in aggregated and anonymized form for security and operations management, to create statistical analyses, and for research and development purposes (clauses (a) and (b) collectively, “Service Analyses”). Service Analyses will not incorporate Your Content in a form that could identify You, Your Users or any patient, and any anonymization will be performed in accordance with the PDPL. We retain all intellectual property rights in Service Analyses.

13.3. We may provide You with the ability to obtain certain iCenna-provided Software, including the iCenna mobile applications, for use with the Services. Unless we specify that separate terms will apply, any iCenna-provided Software is provided as part of the Services and You have the non-exclusive, limited right to use, and allow Your Users to use, such iCenna-provided Software, subject to the terms of this Agreement and Your Sales Order, solely to facilitate Your authorized use of the Services. Your right to use any iCenna-provided Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services associated with the iCenna-provided Software.

14. EXPORT AND SANCTIONS

14.1. Export control and economic sanctions laws and regulations applicable in the Kingdom of Saudi Arabia and any other relevant jurisdictions (“export laws”) apply to the Services ordered under this Agreement. You and we each agree to comply with all such export laws. You agree that no data, information, software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws.

14.2. You acknowledge that the Services may include capabilities for You and Your Users to access the Services and to transfer or otherwise move Your Content between the Services and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as the export control and geographic transfer of Your Content, subject at all times to the data residency commitments in Section 7.3 and the requirements of the PDPL regarding transfers of Personal Data outside the Kingdom.

15. FORCE MAJEURE

Neither You nor we shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic or epidemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions or orders of a competent authority; or other event outside the reasonable control of the obligated party. Both You and we will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, either of You or we may cancel unperformed Services and affected Sales Orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery and business continuity procedures (including, in our case, those aligned with the ECC business continuity requirements) or Your obligation to pay for the Services.

16. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws and regulations of the Kingdom of Saudi Arabia. Each party agrees to submit to the exclusive jurisdiction of the competent courts and judicial committees of the Kingdom of Saudi Arabia in any dispute arising out of or relating to this Agreement, unless the parties agree in writing to refer the dispute to arbitration in accordance with the Saudi Arbitration Law.

17. NOTICE

17.1. Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with us, or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: iCenna Company, Legal Department, at legal@iCenna.com

17.2. We may give notices applicable to our Services customers by means of a general notice on the iCenna portal for the Services, and notices specific to You (a) by electronic mail to Your e-mail address on record in our account information or (b) by written communication sent to Your address on record in our account information.

18. ASSIGNMENT

You may not assign this Agreement or give or transfer the Services or any interest in the Services to another individual or entity without our prior written consent.

19. OTHER

19.1. We are an independent contractor, and each party agrees that no partnership, joint venture, or agency relationship exists between the parties.

19.2. Our business partners and other third parties, including any third parties with which the Services have integrations or that are retained by You to provide consulting services, implementation services or applications that interact with the Services, are independent of iCenna and are not iCenna’s agents. Even if recommended by us, we are not liable for, bound by, or responsible for any problems with the Services or Your Content arising due to any acts or omissions of any business partner or third party, unless the business partner or third party is providing Services as our subcontractor or is otherwise engaged by iCenna in connection with performance of its obligations under this Agreement, and, if so, then only to the same extent as we would be responsible for our resources under this Agreement.

19.3. If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.

19.4. Except for actions for nonpayment or breach of iCenna’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued, unless a longer period is mandated by applicable law.

19.5. Prior to entering into a Sales Order governed by this Agreement, You are solely responsible for determining whether the Services meet Your technical, business or regulatory requirements, including Your obligations under the NCA as they apply to You as an organization, and any licensing requirements applicable to You as a healthcare provider. iCenna will cooperate with Your efforts to determine whether use of the standard Services is consistent with those requirements. Additional fees may apply to any additional work performed by iCenna or changes to the Services. You remain solely responsible for Your regulatory compliance in connection with Your use of the Services.

19.6. This Agreement is drawn up in the English language and may be accompanied by an Arabic translation. In the event of any discrepancy between the two versions before a competent Saudi authority, the Arabic version shall prevail to the extent required by applicable law.

20. ENTIRE AGREEMENT

20.1. You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy, such as the Privacy Policy, the Data Processing Agreement and the Cloud Hosting Policy), together with the applicable Sales Order, is the complete agreement for the iCenna services ordered by You and supersedes all prior or contemporaneous agreements, proposals, negotiations, demonstrations or representations, written or oral, regarding such services.

20.2. It is expressly agreed that the terms of this Agreement and any Sales Order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-iCenna document, and no terms included in any such purchase order, portal, or other non-iCenna document shall apply to Your Sales Order. In the event of any inconsistencies between the terms of a Sales Order and the Agreement, the Sales Order shall take precedence; however, unless expressly stated otherwise in a Sales Order, the terms of the Data Processing Agreement shall take precedence over any inconsistent terms in a Sales Order. This Agreement and Sales Orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of You and of iCenna; however, iCenna may update the Service Specifications, including by posting updated documents at iCenna.com. No third party beneficiary relationships are created by this Agreement.