iCenna Software License Agreement
Perpetual on-premise licensing of iCenna healthcare software
Version: 2.0
Last Updated: 23-08-2026
This Software License Agreement (this “Agreement”) is entered into between iCenna Company, a company incorporated in the Kingdom of Saudi Arabia with commercial registration number 4030497928 and registered address at 8125 Prince Sultan Street, 2086 Ar Rawdah District, Jeddah 23435, Kingdom of Saudi Arabia (“iCenna”, “we”, “us” or “our”) and the customer identified in the applicable Sales Order (“Customer”, “You” or “Your”). This Agreement governs all Sales Orders for perpetual, on-premise licenses of iCenna software placed under it.
1. Definitions
“Sales Order” means the ordering document agreed between the parties identifying the Software modules licensed, the License Metrics, the fees, and any Support Services purchased, governed by this Agreement.
“Software” means the iCenna software modules identified in Your Sales Order, in object code form, including any AI Features included in those modules, and any Updates provided under Support Services.
“Documentation” means the user and technical documentation iCenna provides for the Software.
“License Metrics” means the licensed scope stated in Your Sales Order (such as number of named users, practitioners, facilities, sites or server instances).
“Customer Environment” means the servers, infrastructure and facilities owned or controlled by You (or Your hosting provider) on which the Software is installed and operated.
“Updates” means error corrections, patches and minor releases of the Software that iCenna makes generally available to supported customers. Updates exclude new modules or products that iCenna licenses separately.
“Support Services” means the maintenance and technical support services described in Section 5, if and for the period purchased under Your Sales Order.
“Users” means Your employees, practitioners and contractors authorised by You to use the Software within the License Metrics.
2. License Grant and Restrictions
2.1. Grant. Subject to payment of the license fees, iCenna grants You a perpetual, non-exclusive, non-transferable license to install and use the Software and Documentation in the Customer Environment, within the License Metrics, solely for Your internal business and clinical operations in the Kingdom of Saudi Arabia (or the territory stated in Your Sales Order).
2.2. You may make a reasonable number of copies of the Software solely for backup, archival and disaster recovery purposes, provided all copies reproduce iCenna’s proprietary notices.
2.3. Restrictions. Except as permitted by mandatory law, You may not, and may not permit others to: (a) use the Software beyond the License Metrics; (b) copy, modify, adapt, translate or create derivative works of the Software; (c) reverse engineer, decompile or disassemble the Software; (d) sublicense, rent, lease, distribute, or provide the Software to any third party, including as a service bureau or hosting service for others; (e) remove or alter proprietary notices; or (f) use the Software to build a competing product. Exceeding the License Metrics requires promptly purchasing the additional quantity at the rates in Your Sales Order.
2.4. AI Features. Any AI Features included in the licensed modules operate entirely within the Customer Environment; no data is transmitted to iCenna for AI processing. AI Features provide suggestions and decision support only and do not provide medical advice; all clinical decisions remain the sole responsibility of You and Your qualified practitioners.
3. Delivery and Acceptance
iCenna will deliver the Software electronically, with license keys and Documentation, within the period stated in Your Sales Order. The Software is deemed accepted upon delivery, without prejudice to the warranty in Section 10. Installation, configuration, data migration, integration and training are professional services provided only if and as stated in a Sales Order or statement of work.
4. Fees and Payment
4.1. You will pay the one-time license fees and any Support Services fees stated in Your Sales Order. Unless the Sales Order states otherwise, invoices are due within thirty (30) days of the invoice date. Sales Orders are non-cancellable and fees paid are non-refundable, except as expressly provided in this Agreement.
4.2. Fees are exclusive of value-added tax (VAT) and any other applicable taxes, which You will pay in addition, except taxes based on our income.
5. Support Services
5.1. Support Services are optional, purchased annually under Your Sales Order, and renew for successive one-year terms at the then-current rates unless either party gives notice of non-renewal at least sixty (60) days before the end of the current term. The perpetual license is not conditional on purchasing Support Services.
5.2. During a paid Support Services term, iCenna will provide: (a) Updates as made generally available; and (b) technical support in Arabic and English, Sunday to Thursday 09:00–18:00 Arabia Standard Time, with the following target response times: Severity 1 (production system down) — four (4) business hours; Severity 2 (major function impaired, no workaround) — one (1) business day; Severity 3/4 (other issues and questions) — two (2) business days. Response targets are objectives, not guarantees, and do not commit to resolution times.
5.3. Support Services do not include: support for issues arising from the Customer Environment, third-party software or hardware, modifications not made by iCenna, versions superseded for more than twelve (12) months, or use outside the Documentation; on-site services; or new modules. Such assistance may be offered as professional services at then-current rates. If Support Services lapse, reinstatement requires payment of the fees for the lapsed period plus the current term.
6. Customer Responsibilities; Data
6.1. You are solely responsible for the Customer Environment, including its procurement, security, availability, capacity, backups, disaster recovery and physical protection, and for operating the Software in accordance with the Documentation. iCenna has no responsibility for the hosting, security or backup of data in the Customer Environment.
6.2. As between the parties, You own all data processed in the Software in the Customer Environment, including Patient Data, and You are the Controller of such data under the Personal Data Protection Law of the Kingdom of Saudi Arabia (“PDPL”). You are solely responsible for compliance with the PDPL, Ministry of Health requirements, and all licensing, records-retention and reporting obligations applicable to You.
6.3. Support access. If You grant iCenna remote or on-site access to the Customer Environment for Support Services or professional services, iCenna will access Personal Data only to the extent necessary to provide those services and on Your instructions, keep it confidential, apply appropriate security measures, not retain it beyond the purpose, and comply with the PDPL. Access will be through channels and credentials You control, and You may revoke access at any time.
7. Ownership
iCenna and its licensors retain all rights, title and interest in and to the Software, Documentation and all derivative works and improvements. No rights are granted except as expressly stated in this Agreement. Any feedback You provide may be used by iCenna without restriction, provided it does not identify You or include Personal Data.
8. Confidentiality
8.1. Each party may receive information of the other that is confidential (“Confidential Information”), including the terms and pricing of this Agreement, the Software, and information identified as confidential or that ought reasonably to be treated as confidential. Confidential Information excludes information that is or becomes public through no fault of the recipient, was lawfully known to the recipient without restriction, is received from a third party without breach of an obligation, or is independently developed.
8.2. The recipient will protect the discloser’s Confidential Information with at least the same care it uses for its own (and no less than reasonable care), use it only to perform this Agreement, and disclose it only to those who need to know it and are bound by obligations no less protective. These obligations apply for five (5) years after disclosure, and for the Software for as long as it remains confidential. A party may disclose Confidential Information where required by law, giving prior notice where lawfully permitted.
9. License Verification
No more than once per year, on at least thirty (30) days’ written notice, iCenna may verify Your use of the Software against the License Metrics, remotely or on-site during business hours, in a manner that does not unreasonably interfere with Your operations and does not access Patient Data. If verification reveals use exceeding the License Metrics, You will promptly purchase the excess at the rates in Your Sales Order.
10. Warranties, Disclaimers and Exclusive Remedies
10.1. Each party represents that it has validly entered into this Agreement and has the power and authority to do so. iCenna warrants that, for ninety (90) days from delivery, the Software will perform in all material respects as described in the Documentation (the “Software Warranty”). You must notify us in writing of any breach within the warranty period, describing the deficiency.
10.2. FOR ANY BREACH OF THE SOFTWARE WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SOFTWARE, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY RETURN THE DEFICIENT SOFTWARE AND RECEIVE A REFUND OF THE LICENSE FEES PAID FOR IT, WHEREUPON THE LICENSE FOR THE DEFICIENT SOFTWARE ENDS.
10.3. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT IT WILL MEET ALL OF YOUR REQUIREMENTS. WE ARE NOT RESPONSIBLE FOR ISSUES ARISING FROM THE CUSTOMER ENVIRONMENT, YOUR DATA, MODIFICATIONS NOT MADE BY ICENNA, OR THIRD-PARTY PRODUCTS. THE SOFTWARE IS AN ADMINISTRATIVE AND INFORMATION-MANAGEMENT TOOL AND DOES NOT PROVIDE MEDICAL ADVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED.
11. Indemnification
11.1. iCenna will defend You against any third-party claim that the Software, as delivered by iCenna and used in accordance with this Agreement and the Documentation, infringes that third party’s intellectual property rights, and will indemnify You against damages, costs and expenses finally awarded or agreed in settlement, provided You: (a) notify us promptly in writing; (b) give us sole control of the defence and settlement; and (c) provide reasonable cooperation.
11.2. If such a claim arises or is likely, iCenna may, at its option and expense: modify the Software to be non-infringing while substantially preserving functionality; obtain a licence for continued use; or, if neither is commercially reasonable, terminate the license for the affected Software and refund the license fees paid for it, less straight-line depreciation over five (5) years. iCenna has no obligation for claims arising from Your data, modifications not made by iCenna, combinations with items not provided by iCenna, or use in breach of this Agreement. You will defend and indemnify iCenna against third-party claims arising from Your data or Your use of the Software in violation of law or this Agreement, on the same conditions applied mutatis mutandis.
11.3. This Section 11 states each party’s exclusive remedy for the third-party claims it describes.
12. Limitation of Liability
12.1. Nothing in this Agreement excludes or limits either party’s liability for death or personal injury caused by its negligence, for fraud, or for any other liability that cannot be excluded or limited under applicable law.
12.2. SUBJECT TO SECTION 12.1, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF REVENUE, PROFITS, DATA, DATA USE, GOODWILL OR REPUTATION.
12.3. SUBJECT TO SECTION 12.1, THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR A SALES ORDER SHALL NOT EXCEED: (A) FOR CLAIMS RELATING TO THE SOFTWARE LICENSE, THE LICENSE FEES PAID FOR THE SOFTWARE GIVING RISE TO THE LIABILITY; AND (B) FOR CLAIMS RELATING TO SUPPORT SERVICES OR PROFESSIONAL SERVICES, THE FEES PAID FOR THOSE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
13. Term and Termination
13.1. This Agreement continues while any license or Support Services term is in effect. The license granted for each Sales Order is perpetual, subject to termination under this Section.
13.2. Either party may terminate this Agreement or the affected license if the other party materially breaches it (including, in Your case, breach of Section 2 or non-payment) and fails to cure within thirty (30) days of written notice describing the breach.
13.3. Upon termination of a license, You must cease all use of the affected Software, uninstall it, and destroy all copies, certifying destruction in writing on request; Your data remains Yours and is unaffected. Expiry or non-renewal of Support Services does not terminate the license. Provisions relating to confidentiality, ownership, payment, limitation of liability, indemnification and any others that by their nature should survive, survive termination.
14. Force Majeure
Neither party is responsible for failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, hostility, sabotage, pandemic, government restrictions, or electrical, internet or telecommunications outages not caused by the obligated party. Both parties will use reasonable efforts to mitigate the effects. If such an event continues for more than thirty (30) days, either party may cancel unperformed services upon written notice. This Section does not excuse Your obligation to pay for what has been delivered or performed.
15. Governing Law and Disputes
This Agreement is governed by the laws and regulations of the Kingdom of Saudi Arabia. Any dispute arising out of or relating to this Agreement that is not resolved amicably within thirty (30) days of written notice of the dispute shall be finally settled by the competent courts of the Kingdom of Saudi Arabia.
16. Notices and General
16.1. Notices must be in writing. Legal
notices to iCenna shall be sent to iCenna Company, 8125 Prince Sultan Street,
2086 Ar Rawdah District, Jeddah 23435, Kingdom of Saudi Arabia, Attention:
Legal, with a copy to Legal@iCenna.com. We may give notices to You by email to
Your address on record or by post to Your registered address. Notices are
deemed given on confirmed receipt.
16.2. The parties are independent contractors. You may not assign this Agreement or transfer the license without our prior written consent, except to a successor in connection with a merger or sale of substantially all assets, upon written notice and provided the License Metrics are not expanded. Each party will comply with applicable export control, sanctions and anti-bribery laws.
16.3. If any provision is held invalid or unenforceable, the remainder remains in effect. This Agreement and the applicable Sales Order are the entire agreement regarding the licensed Software and supersede all prior or contemporaneous agreements and representations; in the event of conflict, the Sales Order prevails. Terms in any Customer purchase order or procurement portal are of no effect. Amendments must be in writing signed by authorised representatives of both parties.
