First: Introduction:

This Subscription Terms document ("Subscription Terms") constitutes a binding contract between Ebana Information Technology Company ("Ebana") and the Subscriber as defined below, and it means the entry and/or use and/or benefit of any service and/or feature and/or content provided by Ebana platform or available through it, shall constitute an acceptance by the Subscriber to be bound by these Subscription Terms.

Second: Definitions:

The following words and phrases, wherever they appear, shall have the meanings set forth before them unless the context clearly indicates otherwise:

• "Ebana Platform" or "the Platform": It is an online platform provided through Ebana website: (www.ebana.sa), or through Ebana application on the "Apple Store " or " Play store" markets, or any other markets as announced by Ebana from time to time. The platform provides business solutions services in the field of property management and governance, investment operations, employee stock program options, and related services.
• "Subscriber": Means the person who subscribes to the platform's services through Ebana subscription model, whether a natural or legal person.
• "Ebana": It is Ebana Information Technology Company, which owns Ebana Platform.
• "The Form": Means Ebana service subscription form, and the documents referred to in the subscription form.
• "Service(s)": All services offered by Ebana, including core services, bundles, add-ons, and any future offerings.
• "Packages" or "Basic Services": Bundled sets of core services provided by Ebana.
• "Add-on Services": Additional services available for purchase beyond the basic packages.
• "Relevant Authorities": All government, semi-government, or private entities that are responsible for monitoring or have the authority to regulate the work of Ebana or the platform or the subscribed services, or whose services or data are relied upon, such as the Ministry of Interior, the Ministry of Commerce, electronic verification service providers, cloud computing providers, or any other government or private entity concerned with the service.
• "Force Majeure or Exceptional Circumstances": General exceptional circumstances, whether economic, natural, or administrative, that occur during the execution of this subscription under the subscription model and are beyond the control of either Ebana or the subscriber, and could not have been foreseen or avoided at the time of entering into this subscription or its execution, and may cause either Ebana or the subscriber to suffer a substantial loss that exceeds the ordinary loss that can be borne, thereby materially disrupting the economics of this subscription. This includes, but is not limited to natural disasters, fires, accidents, any material change in relevant government or administrative regulations, or interruption of internet service.
• "Partner" or "Shareholder": The partner or shareholder who holds capital in the subscriber and uses Ebana platform to exercise their rights through Ebana's services.
• "Primary User": The chairman of the board/managing director of the subscriber.
• "Authorized Representative": The person authorized by the chairman of the board/managing director by submitting a request to Ebana to represent the subscriber in their use of Ebana platform, in accordance with the authorization method adopted by Ebana.

Thirdly: Scope and Description of Packages and Services:

1. Subject to full compliance with these terms, the Subscriber may apply to subscribe to subscription packages on Ebana platform. For this purpose, the Subscriber must complete all necessary information in the subscription form designated for this purpose.
2. Ebana's role is limited to providing the package of services referred to in the fourth paragraph of this article and enabling the Subscriber and its shareholders to benefit from them in accordance with the services' policies and procedures.
3. The services' policies and procedures shall be in accordance with what the Subscriber has reviewed in the technical offer for the services, and in accordance with what Ebana has issued and/or may issue in the form of procedural guides, policies, amendments, or subsequent additions.
4. The scope of service packages and the use of Ebana platform are determined by the annual subscription to the following packages:
• Basic Package: As a special package, it provides an unlimited number of partners or shareholders, all basic services and related services, and exclusive support services as defined in the technical service offer.
• Premium Package: Provides all the benefits of the basic package, in addition to an additional balance for holding general assemblies and issuing resolutions by passing, and related services, and exclusive support services as defined in the technical service offer.
5. The subscriber may request additional credit for basic services - as mentioned in the technical service offer - at additional prices during the subscription period for all types of packages.
6. The Subscriber may request additional standalone services, other than annual subscriptions, provided by Ebana at additional prices – which may be subject to administrative fees depending on the service, including:
• Providing legal support for preparing employee share or stock option plans.
• Customizing employee share or stock option plans and contracts.
• Repurchase of the company's shares or stock.
• Preparation of the board of directors' reports.
• Corporate procedures.
• Presentation of investment opportunities.
• Any other service launched in the future.

Fourthly: Subscription Period:

1. The annual subscription for the packages is valid for a full calendar year from the date of activation of the subscription, and the subscription is automatically renewed for similar period or periods unless the Subscriber or Ebana notifies the other party of their unwillingness to renew the subscription at least 30 days before the end of the subscription.
2. The subscription activation is automatically initiated after the completion of the Subscriber's file setup, considering the obligation to submit the subscription form and pay the due subscription amount or any other documents required to activate the subscription.
3. The Subscriber's file setup period shall not exceed 30 days from the date of signing the subscription form, noting that any delay by the Subscriber in responding or submitting the activation requirements will affect the subscription period.

Fifthly: Service Continuity and Uptime:

Ebana shall do its best efforts to provide the service 24 hours a day, 7 days a week, including public holidays, without being liable for any unavailability of the service due to any unforeseen circumstances. However, the provision and continuity of the service shall always be subject to the following conditions:
1. Technical and administrative support to the Subscriber, partners or shareholders shall be provided during the official working hours and days in the Kingdom of Saudi Arabia.
2. The provision of the service is dependent on the electronic connection with internet service providers or relevant parties that provide the service with information and data, and the ability of the existing systems of such parties or the Subscriber to provide the services in a suitable manner. Ebana shall not be liable for any failure in this regard.
3. The Subscriber's failure to provide some or all the necessary information or documents may result in the failure to provide all or some of the services.
4. Ebana may from time to time suspend the service temporarily for periodic and emergency maintenance, whether with or without prior notice.
5. Ebana may suspend or terminate the service pursuant to the provisions of these subscription terms, terms of use, or other Ebana policies and procedures as amended from time to time. Ebana also reserves the right to accept or reject any subscription request without stating any reasons.
6. If the service is completely interrupted for more than 7 consecutive days due to reasons attributable to Ebana, the Subscriber shall be compensated with a period equal to the duration of the interruption, and the Subscriber shall not be entitled to any other compensation.
7. If the Subscriber's Assemblies cannot be held (or completed) due to a reason attributable to Ebana platform, the Subscriber shall be compensated with another assembly without an additional cost.

Sixthly: Subscriber's Obligations:

The Subscriber covenants and agrees to:
1. Provide Ebana with all necessary company documents to execute the services, including an accurate shareholders' register for entry into Ebana platform.
2. Ensure the accuracy of the documents provided by them and update them in the event of any changes (such as the articles of association or memorandum of association or other documents) and renew the documents upon expiration (such as the commercial register). The Subscriber shall bear full responsibility for the accuracy, integrity, and validity of the documents submitted to Ebana or the data entered Ebana platform (such as general assembly request data), and for its legal validity in doing so.
3. The Subscriber shall be obligated to access the platform, download its online applications, and use the services through the recognized sources on the Internet, and the platform or its management shall not be liable if the user does otherwise.
4. The Subscriber authorizes and covenants and agrees to grant Ebana – solely – the authority to keep, manage, and maintain the shareholders' register and document the transfer, sale, or pledge of shares, and other legal transactions related to the management of the shareholders' register.
5. The Subscriber undertakes to implement all material instructions related to the service that are received from the relevant parties, whether directly or through Ebana platform, and in the event of any violation thereof, Ebana shall have the right to suspend the service until such instructions or decisions are complied with.
6. Notify Ebana immediately of any service failure or suspected misuse of the service.
7. Comply with the terms and conditions of this subscription, the privacy and use policy, or any other policy adopted on Ebana platform.
8. The Subscriber shall not use Ebana platform in a way that may harm Ebana or cause complaints, disputes, or claims against Ebana or any of its employees. The Subscriber shall not upload or transmit any viruses or malicious software that can affect the platform, or enable authorized representatives, affiliates, partners, or shareholders to do so. The Subscriber will be liable to Ebana for any damage caused by a breach of this provision.
9. The Subscriber is fully responsible for the use of the subscription by its authorized users and affiliates.
10. The Subscriber and its affiliates shall not collect any fees or charges from shareholders or beneficiaries of the service in the name of Ebana, Ebana platform, or the service for transactions executed or for any other reason.
11. The Subscriber shall not sign any documentation for the transfer, sale, or pledge of shares except through Ebana platform or with its approval.
12. The Subscriber shall not use Ebana platform, or the documents and publications issued by Ebana to build or develop any other applications or technical systems, whether for its own or any other party's benefit, without Ebana's prior written consent.
13. The Subscriber shall not use the name or logo of the other party in any way that harms or may harm Ebana or any of its employees.
14. The Subscriber is prohibited from using the platform or the services provided in violation of the laws and regulations of Saudi Arabia, or customs, traditions, or Islamic principles, or enabling authorized representatives, affiliates, partners, or shareholders to do so. Ebana shall be fully absolved from any liability in this regard.
15. The Subscriber shall not upload or transmit any viruses or malicious software that can affect the platform, or enable authorized representatives, affiliates, partners, or shareholders to do so. The Subscriber will be liable to Ebana for any damage caused by a breach of this provision.

Seventhly: Service Fees and Payment Methods:

1. The Subscriber shall review the service prices and packages as per the financial offer attached to the subscription form. Please note that these prices are subject to change by Ebana, and the Subscriber will be notified in case of any price changes.
2. Ebana may modify the prices of services for new subscription periods upon providing a written notice to the Subscriber, and the modified prices shall only apply to new subscription periods.
3. The Subscriber undertakes to pay for the services - except for administrative fees for documenting share transactions - within seven (7) days from the date of signing the subscription form.
4. Administrative fees for the service of documenting the transfer of ownership, sale, or pledge of shares or stakes shall be collected directly from the shareholder or partner or any party with an interest in the transaction.
5. The payment method for the services shall be transferring the subscription amount to Ebana's bank account as per the relevant invoice or as updated by Ebana from time to time.
6. Ebana may reduce the administrative fees for all or some of the transactions during the subscription period without notifying the Subscriber.
7. Ebana has the right to suspend or terminate the service if the Subscriber fails to pay for the services by the date specified by Ebana.
8. Ebana has the right to refuse to sign and document transactions involving shares or stakes if the shareholders, partners, or any of the parties to the transaction fail to pay the administrative fees.
9. Electronic invoices issued by Ebana through Ebana platform shall be considered equivalent to paper invoices in terms of their validity and enforceability, and the difference in format shall not affect any of the foregoing.

Eighthly: Termination of Subscription:

1. The Subscriber may terminate the service at any time upon providing a written notice to Ebana fifteen (15) days prior to the termination date. The termination shall result in the following:
• Ebana shall deliver the shareholders' or shares register as last updated on the date of termination. Ebana shall cease to document and sign transactions on shares or stakes.
• Ebana shall cease to document and sign transactions on shares or stakes.
• The service shall be terminated for shareholders or partners.
• Ebana shall be entitled to the full value of the service for the year in which the service was terminated.
• If the subscription period is more than one calendar year, the amount of the subscription for the years that have not yet commenced shall be refunded, provided that Ebana is entitled to deduct any discounts granted based on the subscription years.
2. Ebana shall have the right to immediately terminate or suspend the subscription, in whole or in part, in the following cases:
• Misuse of the service or the information contained therein, or use of the service for purposes other than those for which it was intended.
• Breach of any of the terms of Ebana service subscription or the policies contained in Ebana platform, or the instructions sent to the Subscriber electronically, or the terms and conditions of use of the platform (whether through Ebana platform or through email address specified in the subscription form).
• Failure of the Subscriber to pay the invoices issued within the specified period.
• Inaccuracy or non-updating of the Subscriber's information or documents and licenses provided by the Subscriber.
• A request from the relevant authorities to fully or partially suspend the service for the Subscriber.
• In the event that the Subscriber is transformed into another legal entity or upon listing on any stock market.
• If Ebana ceases to provide the service to all Subscribers for any reason.
• Any other cases specified in these subscription terms or the terms and conditions of use of the platform.
3. If Ebana terminates or suspends the subscription, it shall notify the Subscriber accordingly. The Subscriber may then submit a request to reactivate the account, stating the reasons and justifications. The decision to reactivate the subscription shall be at the sole discretion of Ebana.
4. If the termination or suspension of the subscription is due to a breach by the Subscriber of any of its obligations, the suspension or termination shall not prevent Ebana from taking further legal action against the Subscriber.
5. In the event of termination or suspension of the Subscriber's subscription to the service, Ebana shall have the right to cancel any temporary transactions or transactions made through the service, if any.
6. In the event of termination or expiration of the subscription for any reason, Ebana shall have the right to cancel all services specific to the Subscriber, and Ebana shall have the right to delete and remove all data and information in the service that is specific to the Subscriber and shareholders - one year after the termination or expiration of the subscription - without Ebana bearing any responsibility for any damages incurred by the Subscriber.
7. Ebana may terminate the subscription in case of force majeure circumstances that prevent Ebana from continuing to provide the service.

Ninthly: Data Privacy and Confidentiality:

1. The Subscriber undertakes to use the data, information, and services available through the Service for the specific purposes for which they are intended.
2. All information and data entered and recorded in the "Ebana Platform" are considered confidential information, and both parties undertake not to misuse it, transmit it to third parties, sell it, offer it, or assign it to any other party. In the event of a breach of this by the Subscriber, Ebana shall have the right to terminate the subscription.
3. The Subscriber undertakes not to enable any of its employees to use the Service and Ebana Platform, and this shall only be done for authorized representatives of the Subscriber.
4. The Subscriber shall bear full and sole responsibility for the use of the Service, whether directly by the Subscriber or by authorized representatives, or in violation by any of its employees or others without authorization.
5. Ebana may access, store, and disclose information and data to the relevant authorities in relation to all information entered by the Subscriber, shareholders, and partners through the Service as required by the business, and Ebana may use such information and data for the purposes of performing its services for the Subscriber.
6. Ebana shall not be liable for any damage, problem, defect, or the like that may result from the inaccuracy, incorrectness, validity, or non-updating of the information provided by the Subscriber, shareholders, partners, or relevant authorities through the Service or for any reason not attributable to Ebana.
7. The provisions of this clause shall apply to the Subscriber, its employees, affiliates, and authorized representatives after the termination or expiration of the subscription.

Tenthly: General Provisions:

1. This subscription is subject to the laws and regulations in force in the Kingdom of Saudi Arabia and shall be governed and construed in accordance therewith. Any dispute arising out of or in connection with this subscription that cannot be settled shall be resolved in accordance with the laws of the Kingdom of Saudi Arabia in the city of Riyadh.
2. The platform contains information and materials protected by intellectual property rights, including but not limited to trademarks, copyrights, and database rights, and the content and materials included on this platform, including but not limited to, graphics, illustrations, text, images, software, digital downloads, audio and video clips, or any combination thereof or other materials, service logos, applications, and other intellectual property rights. All of the aforementioned materials, information, and content are the exclusive property of Ebana and are protected by applicable trademark, copyright, and database rights and intellectual property laws, and may not be used in any way without the prior written consent of Ebana. The Subscriber shall be liable for any violation of this clause by the Subscriber or any of its authorized representatives, shareholders, partners, or affiliates.
3. The Subscriber is prohibited from copying, modifying, or altering Ebana platform, or attempting to obtain the source code through which the platform operates (or which relates to any programs or codes associated with the platform), or to obtain any of the foregoing by decompilation, disassembly, or reverse engineering. The Subscriber is also prohibited from creating derivative works from any of the foregoing or providing access to the platform from other sites or providing access to other sites through the system without the prior express written consent of Ebana.
4. The platform contains intellectual property rights of third parties contracted by Ebana, and the Subscriber may not use, copy, or otherwise infringe upon intellectual property rights in any country without the prior written consent of the relevant party. The Subscriber shall be liable for any violation of this clause by the Subscriber or any of its authorized representatives, shareholders, partners, or affiliates, and Ebana shall be held harmless from any such violation.
5. By using or entering any trademark or intellectual property right not owned by the Subscriber, the Subscriber acknowledges that it has obtained all necessary legal licenses to use the said trademark or intellectual property right.
6. Ebana shall not be liable for any misuse of the service, fraud in its use, or use in violation of these subscription terms or the terms and conditions of use or the laws and regulations in force in the Kingdom of Saudi Arabia or customs, traditions, or Islamic principles.
7. In the event that Ebana is held liable - pursuant to a judicial ruling or administrative decision - for any matter related to this subscription or the relationship between the parties under this form, the Subscriber agrees that the liability of Ebana shall not exceed one hundred percent (100%) of the value of the subscription to the services (in the contractual year in which the matter causing Ebana's liability occurred) under any circumstances.
8. The Subscriber acknowledges that Ebana disclaims liability for the errors of any third parties, including but not limited to, telecommunications service providers or interruptions in connection with the website, and the Subscriber acknowledges that Ebana is not responsible in the event that internet service providers are unable to connect electronically to the service or if the systems in place at them or at the Subscriber are unable to provide the services in an appropriate manner. The platform may contain links to pages or other sites owned or operated by a third party, over which Ebana or the platform has no control and does not manage its content or terms of use or policies of those related sites, and the Subscriber agrees to comply with them and release Ebana from any liability for its violation or any of its affiliates, authorized representatives, shareholders, or partners.
9. Ebana shall not be liable for any misuse of the service by the Subscriber, its employees, or any third party who obtains information unlawfully through the Subscriber, or for any damage caused to a third party as a result of the Subscriber's breach of these terms and conditions.
10. The Subscriber undertakes not to use the site or platform, with all its direct or indirect services, in a manner that violates or contravenes any of the laws or regulations in force in the Kingdom of Saudi Arabia.
11. Ebana has the right to stop, change, or cease dealing with any of the service providers, including but not limited to telecommunications and internet service providers.
12. Ebana reserves the right to restrict the use of the service by setting a maximum number of shareholders or partners not exceeding 2,000 shareholders.
13. Ebana has the right to conduct random or organized audits of the Subscriber's use of the service, and Ebana has the right to request all documents that assist it in doing so.
14. If the Subscriber has any dispute with the relevant authorities or any shareholder or partner, the Subscriber acknowledges and agrees that Ebana shall not intervene therein except at the request of the relevant authorities and to the extent required by such request and after Ebana's approval, and the Subscriber shall not have the right to stop paying any fees to Ebana due to such dispute.
15. In the event that any provision of this subscription is void by agreement of the parties or by a court judgment, or is unenforceable or impossible to implement, this shall not affect the validity and enforceability of the remaining provisions of this subscription.
16. The signatory to this subscription acknowledges that it is authorized to represent the Subscriber in a regular manner and shall bear all responsibilities arising from the inaccuracy thereof.
17. Ebana has the right to use the Subscriber's name and trademark to add it to the platform or any other means as an advertisement for the subscription or otherwise, without compensation, and the Subscriber has the right to request its removal after the end of the subscription.
18. Ebana does not guarantee that the services will be valid for provision outside the Kingdom of Saudi Arabia, and access to the content provided may be illegal or contrary to the law in some countries, and the Subscriber undertakes and is responsible for ensuring that its affiliates, shareholders, and authorized representatives comply with such laws and shall hold Ebana harmless from any such violation.
19. Ebana may from time to time update these subscription terms, and Ebana shall notify the Subscriber of such update, and it shall be effective for new subscription periods. The Subscriber has the right to request not to renew for the periods to which the update applies within five (5) days of the notification of the update.

Eleventhly: Communication:

1. The Subscriber agrees that all notices or awareness and promotional messages related to "Ebana Platform" will be sent to the Subscriber's authorized representative or posted on the service website or via SMS and shall be effective from the date of sending or posting on the electronic service website.
2. The Subscriber or shareholders shall contact the technical support specified in Ebana platform during the working hours and days specified by Ebana in the event of any problem or malfunction in the service or any inquiry or suggestion to improve the level of service, and the Subscriber shall follow the instructions provided by technical support to address the matter.
3. Any correspondence sent to Ebana shall not be considered unless the Subscriber receives a notification, whether electronic or written, confirming receipt of the correspondence or notifications.
4. The Subscriber undertakes to provide Ebana with any change or modification in its address, information, or authorized representative, and any instructions or correspondence notified to the Subscriber shall be deemed received by him in the event of his failure to comply with this.

Last Update: 02-01-2024 09:00