iCenna On-Premise Software Licensing Agreement

Parties

This Licensing Agreement (“Agreement”) is entered into between:

Licensor: iCenna Company 

Commercial Registration: 4030497928 

Address: 8125 Prince Sultan Street, 2086, Ar Rawdah District, Jeddah 23435, Saudi Arabia

and the entity (“Licensee”) that purchases, installs, or uses the iCenna Software.

1. License Grant

The Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to install and operate the Software within the Licensee’s on-premise environment according to the number of Licensed Employee Users purchased.

2. License Metrics (Licensed Employee User Model)

1. Each Licensed Employee User must be a unique identifiable individual.

2. Shared, rotating, or generic accounts are prohibited.

3. Accounts may only be reassigned if the former user is fully disabled.

4. Contractors, temporary workers, and external practitioners count as Licensed Employee Users.

5. Using one account for multiple individuals is a violation.

6. Additional licenses must be purchased as more users require access.

7. The Licensee may operate the Software across multiple hospitals, branches, departments, or facilities, provided that all such sites connect to **one single Production Environment** managed centrally.

8. The licensed user quantity applies to **one Production Environment only**, irrespective of the number of hospitals or branches connected.

9. A “Production Environment” means one live operational instance of the Software used for clinical, operational, administrative, or financial activities.

10. Any additional Production Environment (e.g., a second live instance) requires separate licensing and a separate Licensed Employee User allocation.

3. License Restrictions

The Licensee shall not exceed Licensed Employee User limits, share accounts, reverse engineer the Software, host it externally, or grant unauthorized access to third parties.

4. Ownership

The Software, including all source code, object code, architecture, algorithms, data structures, database schema, APIs, user interfaces, workflows, integration frameworks, documentation, AI models, and all related components, remains the sole and exclusive property of the Licensor.

No ownership rights are transferred to the Licensee. Any customizations, enhancements, updates, or integrations developed by the Licensor are also owned exclusively by the Licensor.

The Licensee shall not create derivative works, competing systems, or reverse engineer any part of the Software.

5. Deployment Requirements

The Licensee is fully responsible for the infrastructure, servers, network, security, backups, disaster recovery, and physical controls required to operate the Software.

6. Data Security & Compliance

The Licensee must comply with all applicable laws and regulations of the Kingdom of Saudi Arabia related to data protection, confidentiality, and secure handling of electronic health information.

The Licensor is not responsible for compliance failures arising from the Licensee’s environment.

7. Fees and Payments

The Licensee agrees to pay the Licensing Fee, Annual Support & Maintenance Fee, and Onboarding Fees. All fees are final and non-refundable.

8. Updates & Upgrades

Minor and major updates, patches and fixes are included in Annual Support & Maintenance Fee.

9. Annual Support & Maintenance

The Annual Support & Maintenance includes the followings SLA:

Business Full Impact — Response: 1 hour, Resolution Target: 24 hours 

Business Limited Impact — Response: 4 hours, Resolution Target: 72 hours 

Technical Issue — Response: 1 business day, Resolution Target: 3-5 business days 

Also, Minor and major updates, patches and fixes are included.

10. Confidentiality

Both parties must protect confidential information including patient data, credentials, documentation, logs, and system access materials.

11. Source Code Protection

Source code is not provided. The Licensee shall not attempt to access, decompile, modify, or reverse engineer it.

All changes must be performed solely by the Licensor.

13. Termination

The Licensor may terminate this Agreement for violations, unpaid fees, security breaches, or unauthorized access. 

Upon termination, the Licensee must cease all use and remove all Software components.

14. Limitation of Liability

1. Maximum Liability 

  The Licensor’s total liability shall not exceed the Annual Support & Maintenance Fee paid for the current term.

2. Operational Risks 

  The Licensor is not liable for failures caused by the Licensee’s hardware, OS, network, security configuration, backups, unauthorized access, or cyber incidents.

3. Excluded Damages 

  The Licensor shall not be liable for indirect, incidental, punitive, special, or consequential damages including lost profits, revenue, business interruption, reputational damage, data corruption, compliance penalties, or employee misuse.

4. Third-Party Systems 

  The Licensor is not responsible for failures related to external systems, APIs, government platforms, or external vendors.

5. Unauthorized or Unsupported Use 

  The Licensor is not liable for issues caused by unlicensed users, shared accounts, custom code, unsupported environments, or use outside documented specifications.

6. Allocation of Risk 

  The Licensee acknowledges that the pricing reflects these limitations.

15. Governing Law

This Agreement is governed by the laws and regulations of the Kingdom of Saudi Arabia.

16. Acceptance

The following actions constitute full acceptance of this Agreement:

1. Purchasing any iCenna license. 

2. Paying any invoice from the Licensor.

3. Installing the Software. 

4. Accessing or logging in to the Software.

5. Allowing employees or contractors to use the Software. 

6. Integrating the Software with internal systems. 

7. Requesting or using support services.

8. Renewing Annual Support or Maintenance.

Any such action constitutes acceptance even without a signed document.

17. Intellectual Property

All intellectual property rights remain with the Licensor. The Licensee shall not create competing or derivative works.

18. Anti-Circumvention

The Licensee shall not bypass licensing controls, authentication mechanisms, or conceal true user counts.

19. Audit Rights

The Licensor may audit user lists, access logs, HR-user mapping, usage, and system configurations. 

If unauthorized usage is identified, the Licensee must purchase additional licenses and may be subject to penalties.

20. Exclusion of Damages

The Licensor shall not be liable for indirect, incidental, punitive, special, or consequential damages including loss of profits, revenue, business, goodwill, use, data, or compliance-related penalties.

21. Testing & Non-Production Environment

1. A Testing/Staging Environment may be provided for perpetual license customers for internal testing, training, validation, and QA. 

2. It must not be used for live operations or real patient workflows. 

3. All licensing rules apply to test users.

4. The Licensee is responsible for masking sensitive data if a production clone is used. 

5. The Testing Environment is provided “as-is,” without SLA guarantees. 

6. It must be isolated from production. 

7. Provided at no additional cost unless custom work is required.

Version: 1.0

Date: 1 Nov 2025