iCenna Cloud Services Agreement

(Software as a Service – Healthcare Platform)

This Cloud Services Agreement (“Agreement”) is entered into between:

iCenna (شركة ايسيننا), CR:4030497928, a company duly incorporated and existing under the laws of the Kingdom of Saudi Arabia (“iCenna”, “Service Provider”, “we”, or “us”),

and

The Customer, being the legal entity identified in the applicable quotation, sales/purchase order, or service order (“Customer” or “you”).

This Agreement governs Customer’s access to and use of iCenna’s cloud-based software and services.

1. DEFINITIONS

1.1 “Cloud Services” means the subscription-based healthcare software, platforms, applications, modules, and related services provided by iCenna on a hosted, software-as-a-service (SaaS) basis.

1.2 “Customer Data” means all data, records, files, content, personal data, patient data, clinical data, and other information submitted to, stored in, processed by, or generated through the Cloud Services by or on behalf of Customer.

1.3 “Quotation/Sales Order” means the commercial quotation, proposal, bill of quantities, or sales order issued by iCenna and accepted by Customer, which specifies the subscribed Cloud Services, configuration, quantities, pricing, number of users or patients (if applicable), and subscription or project duration.

1.4 “Subscription Term” means the initial subscription and any renewal periods as specified in the applicable Quotation/Order.

1.5 “Applicable Law” means all laws, regulations, directives, and governmental requirements applicable in the Kingdom of Saudi Arabia.

2. SCOPE OF SERVICES

2.1 Provision of Services

Subject to this Agreement and an accepted Quotation / Sales Order, iCenna grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Cloud Services solely for Customer’s internal business operations during the Subscription Term.

2.2 Service Scope Defined by Quotation/Sales Order

The scope, configuration, modules, quantities, pricing, and duration of the Cloud Services (“Service Scope”) are defined exclusively in the applicable Quotation/Sales Order, which is incorporated by reference and forms an integral part of this Agreement.

2.3 No Implied Services

No services, modules, features, integrations, or deliverables are provided unless expressly specified in an accepted Quotation/Sales Order.

2.4 Delivery Model

Cloud Services are provided strictly on a software-as-a-service (SaaS) basis. No software code, binaries, infrastructure, or ownership rights are delivered or transferred to Customer.

3. ORDER OF PRECEDENCE

In the event of any conflict, the following order of precedence shall apply:

Quotation/Order → This Agreement

4. CUSTOMER OBLIGATIONS

Customer shall:

(a) ensure that only authorized users access the Cloud Services;

(b) maintain confidentiality and security of access credentials;

(c) comply with all Applicable Laws, including healthcare, privacy, and cybersecurity regulations;

(d) ensure the legality, accuracy, and completeness of Customer Data;

(e) not copy, sublicense, resell, reverse engineer, decompile, disassemble, or attempt to derive source code or system architecture;

(f) ensure that clinical decisions remain under the responsibility of licensed healthcare professionals.

5. ICENNA OBLIGATIONS

iCenna shall:

(a) provide the Cloud Services in accordance with this Agreement and the accepted Quotation/Sales Order;

(b) implement appropriate administrative, technical, and organizational security measures;

(c) provide reasonable technical support during the Subscription Term;

(d) comply with Applicable Law applicable to its role as a cloud service provider.

6. DATA OWNERSHIP, ACCESS & DATA PROTECTION

6.1 Customer Data Ownership

Customer retains all right, title, and interest in Customer Data.

6.2 Operational Data License

Customer grants iCenna a limited, non-exclusive license to access, process, transmit, store, and analyze Customer Data solely as necessary to:

1. provide and operate the Cloud Services;
2. provide support and maintenance;
3. perform billing and contract administration;
4. comply with legal or regulatory obligations.

6.3 Personal Data Protection

iCenna processes personal data in accordance with the Saudi Personal Data Protection Law (PDPL) and applicable regulations.

7. DATA RESIDENCY & DATA SOVEREIGNTY

7.1 Customer Data shall be hosted and processed within the Kingdom of Saudi Arabia, unless otherwise agreed in writing and legally permitted.

7.2 No cross-border data transfer shall occur without Customer’s prior written consent and required regulatory approvals.

8. INFORMATION SECURITY & COMPLIANCE

iCenna maintains administrative, technical, and physical safeguards aligned with Saudi National Cybersecurity Authority (NCA) frameworks

9. SERVICE AVAILABILITY & SUPPORT (SLA)

9.1 Availability Target

iCenna targets 99.5% monthly availability, excluding scheduled maintenance, force majeure, and circumstances beyond reasonable control.

9.2 Support Response Times

10. ACCEPTABLE USE

Customer shall not use the Cloud Services to:

1. violate Applicable Law or patient confidentiality;
2. introduce malware or harmful code;
3. disrupt service availability or security;
4. bypass system controls or access restrictions.

11. FEES, BILLING, RENEWAL & TAXES

11.1 Fees

Fees are payable in accordance with the accepted Quotation/Sales Order.

11.2 Non-Refundability

Fees paid are non-refundable, except as expressly required by Applicable Law.

11.3 Renewal & Fee Adjustment

Unless otherwise specified in the applicable Quotation/Sales Order, the Subscription Term shall automatically renew for successive one (1) year periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the agreement.

Upon each renewal, iCenna reserves the right to adjust the subscription fees, provided that any such increase shall not exceed ten percent (10%) per annum, unless a different adjustment mechanism or cap is expressly stated in the applicable Quotation.

Fee adjustments may reflect inflation, regulatory requirements, infrastructure costs, cybersecurity enhancements, or changes in service operating costs.

Renewal of the Subscription Term shall not require execution of a new agreement unless expressly agreed by the parties.

11.4 Taxes

Fees are exclusive of VAT or other governmental charges. Customer bears all applicable taxes, excluding taxes on iCenna’s income.

12. CHANGES TO SERVICE SCOPE

Any modification to the Service Scope requires a new or revised Quotation mutually agreed by the parties and does not require amendment of this Agreement.

13. SUSPENSION, TERMINATION & DATA RETENTION

13.1 iCenna may suspend services for security threats, legal compliance, or non-payment.

13.2 Either party may terminate this Agreement in accordance with the termination terms specified in the Quotation or as required by Applicable Law.

13.3 Data Retrieval & Retention

Upon termination or expiration, Customer may retrieve Customer Data for up to ninety (90) days, after which iCenna may securely delete the data.

14. CONFIDENTIALITY

Each party shall protect Confidential Information using reasonable care and disclose it only as permitted under this Agreement.

15. WARRANTIES & DISCLAIMERS

THE CLOUD SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ICENNA DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

16. LIMITATION OF LIABILITY

16.1 Liability Cap

ICENNA’S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

16.2 Excluded Damages

ICENNA SHALL NOT BE LIABLE FOR:

1. clinical outcomes or medical decisions;
2. loss of profits, revenue, savings, or business opportunity;
3. loss of reputation or goodwill;
4. indirect, incidental, special, or consequential damages;
5. loss or corruption of data not caused by gross negligence.

17. INDEMNIFICATION

iCenna shall defend and indemnify Customer against third-party claims alleging that the Cloud Services infringe intellectual property rights, subject to the limitations of this Agreement.

18. AUDIT RIGHTS

Audit rights are limited to those required by law or regulators and subject to reasonable notice, scope limitation, and confidentiality obligations.

19. GOVERNING LAW & JURISDICTION

This Agreement shall be governed by the laws of the Kingdom of Saudi Arabia.

Saudi courts shall have exclusive jurisdiction unless arbitration is agreed in writing.

20. FORCE MAJEURE

Neither party shall be liable for failure or delay caused by events beyond reasonable control.

21. ASSIGNMENT & SUBCONTRACTING

Customer may not assign this Agreement without prior written consent.

iCenna may subcontract services while remaining responsible for performance.

22. CHANGES TO SERVICES OR AGREEMENT

iCenna may update the Cloud Services or this Agreement to reflect legal, regulatory, or security changes, with reasonable notice.

23. NOTICES

Notices shall be sent in writing to legal@iCenna.com .

24. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings relating to the Cloud Services.