Software License Agreement

This Software Licence and Services Agreement (“Agreement”) is entered into on [insert date], between:

ICON Studios Ltd (“ICON” or “Licensor”), a company registered in Malta with Company Registration No. C26538, having its registered office at 1 Marina Court, Office 4, Triq Giuseppe Cali, Ta’ Xbiex XBX 1022, Malta;

and

[Company] (“Licensee”), a [jurisdiction] registered company with Company Registration No. [registration number], having its registered office at [Company Address];

(together, the “Parties”) for the licensing and use of ICON’s proprietary software solutions and related services as described herein.

ICON develops, licenses, and supports proprietary software solutions designed to help organisations streamline operations, automate workflows, and improve efficiency. This Agreement covers the following products:

1. ClaimStart – An AI-powered solution that accelerates claims settlement processes by automating First Notice of Loss (FNOL) and intelligently validating claim documents for the insurance and banking sectors (https://www.icon.com.mt/claimstart/).
2. automateAP – An AI-powered solution for end-to-end automation of accounts payable processes, designed for enterprises handling high volumes of invoices (https://automateap.ai/).

Additional products, modules, or enhancements may be introduced by ICON during the term of this Agreement and may be made available to Licensee under separate written commercial terms.

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the outstanding voting securities or beneficial interest of such entity.
• “Agreement” means this Licence and Services Agreement, including all Schedules, Exhibits, and any addenda or amendments executed in writing by the parties.
• “Customer Data” means all data, content, and information provided by Licensee or its end users in connection with the use of the Software and Services, excluding data created or derived by Licensor.
• “Effective Date” means the date on which this Agreement is executed by both parties or otherwise becomes effective as set out herein.
• “Entity” means a legally recognised organisation such as a company, subsidiary, affiliate, partner, or any distinct operational unit or brand within a legal entity.
• “Group Enterprise Licence” means a separate licence agreement permitting use of the Software and Services by multiple entities, Affiliates, or distinct operational units or brands within a single legal entity, under terms agreed in writing by Licensor
• “Initial Term” means the initial twelve (12) month period commencing on the Effective Date.
• “Intellectual Property Rights” means all current and future rights associated with patents, trademarks, service marks, trade names, copyrights, database rights, trade secrets, design rights, moral rights, domain names, and any other intellectual property rights recognised in any jurisdiction worldwide.
• “Licensee” means the named contracting entity granted a licence under this Agreement.
• “Licensor” means the entity granting the licence under this Agreement.
• “Renewal Term” means each successive twelve (12) month period following the Initial Term during which this Agreement automatically renews.
• “Services” means the platform, Software, AI services, and any professional services provided under this Agreement.
• “Software” means the computer programs and related documentation made available by Licensor to Licensee under this Agreement.
• “Statistical and Research Results” means anonymised data, models, analyses, reports, or other outputs derived from Customer Data or Licensor’s use of the Software and Services, in which Licensor retains all Intellectual Property Rights.

4.1 License Scope: Licensor grants to Licensee a non-exclusive, non-transferable, revocable licence to use the Software and Services strictly in accordance with this Agreement.

4.2 Entity Limitations: Licensee may not transfer, assign, sublicense, lease, or otherwise grant rights under this licence to any Affiliate, subsidiary, partner, or other entity without Licensor’s prior written consent. Any unauthorised use shall be deemed a material breach of this Agreement.

4.3 Group Enterprise Licensing: Access across multiple entities, jurisdictions, or distinct operational units requires a separate Group Enterprise Licence. Even a single legal entity must obtain a Group Enterprise Licence if it manages multiple brands or operations with differing operational, regulatory, or technical requirements. Any authorised use by Affiliates must be documented in a written addendum, listing each permitted entity by legal name and jurisdiction.

4.4 Compliance Obligation: Licensee warrants that it shall monitor and ensure compliance with the entity restrictions and shall immediately notify Licensor of any actual or potential unauthorised use. Breach of this provision constitutes a material breach of this Agreement.

5.1 Minimum Term: Licence plans are subject to a minimum commitment period of twelve (12) months commencing on the Effective Date. Licensee may not terminate this Agreement during the Initial Term except for material uncured breach by Licensor.

5.2 Automatic Renewal: This Agreement shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term.

5.3 Plan Modifications: Licensee may upgrade to higher-tier plans at any time with immediate effect and a pro-rated billing adjustment. Downgrades are prohibited during the current term and may only take effect upon renewal.

6.1 Annual Increases: Licence fees shall automatically increase by three percent (3%) per annum, compounded annually, from the commencement of the second contract year and each subsequent Renewal Term.

6.2 Third-Party Cost Pass-Through: Licensor reserves the right to pass through increases in costs from third-party service providers underpinning the platform, AI services, or hosting infrastructure. Such increases shall be invoiced separately with thirty (30) days’ prior written notice.

7.1 Page Bundles: Additional pages beyond the plan allocation are available in bundles of one thousand (1,000) pages at €0.80 per page (€800 per bundle), excluding VAT.

7.2 Automatic Provisioning: To ensure uninterrupted service, additional bundles shall be automatically applied upon exceeding plan limits, and Licensee shall be notified immediately.

7.3 Overage Billing: Additional usage charges shall be invoiced monthly in arrears, with payment due within thirty (30) days of invoice date.

8.1 Scope: Professional services for system integrations, customisations, or specialised requirements shall be provided under separate statements of work at €90.00 per hour, excluding VAT.

8.2 Service Limitations: Standard support included in the licence plan covers the core platform only. Integration support, customisations, and specialised configurations are billable on a time-and-materials basis.

9.1 Licence Fees: Licence fees are payable yearly in advance in Euros.

9.2 Professional Services: Professional services require a fifty percent (50%) non-refundable deposit upon execution of the statement of work, with the balance due upon project completion and system go-live.

9.3 Late Payment: Overdue amounts shall accrue interest at eight percent (8%) per annum from the due date until payment in full. Licensor may suspend services for accounts more than thirty (30) days overdue.

10.1 Proprietary Rights: Licensee acknowledges that Licensor and its licensors retain all Intellectual Property Rights in the Services, Software, and Documentation. No rights are granted beyond those expressly stated herein.

10.2 Data Ownership: Customer Data remains the property of Licensee. Licensor retains all rights in scientific data, algorithms, models, training sets, and machine-learning data created or developed in the course of providing the Services, including AI used for data extraction, validation, and classification.

10.3 Anonymised Data Usage: Licensee consents to Licensor processing Customer Data in anonymised form for statistical analysis, research, product development, and enhancement purposes, including improving AI algorithms for data extraction, validation, and classification. Licensor retains all Intellectual Property Rights in the resulting outputs.

11.1 Disclaimer: Services are provided “as is” without warranties of any kind. Licensor disclaims all express or implied warranties, including merchantability and fitness for a particular purpose.

11.2 Liability Cap: Licensor’s total liability shall not exceed €10,000 or the total charges paid by Licensee in the three (3) months immediately preceding the claim, whichever is lower.

11.3 Excluded Damages: Licensor shall not be liable for indirect, consequential, special, or punitive damages, including loss of profits or business interruption.

12.1 Termination Rights: Either party may terminate for material uncured breach (15-day cure period) or insolvency. Licensor may terminate for non-payment after thirty (30) days’ notice.

12.2 Post-Termination Data Access: Upon termination not caused by Licensee breach, Licensor shall provide Customer Data in machine-readable format within ten (10) days and offer up to eight (8) hours of free data migration assistance.

12.3 Survival: Provisions regarding Intellectual Property Rights, confidentiality, limitation of liability, and data protection shall survive termination.

13.1 Force Majeure: Neither party shall be liable for delays due to circumstances beyond reasonable control, including acts of God, government actions, or third-party service failures.

13.2 Assignment: Licensee may not assign this Agreement without Licensor’s prior written consent; any attempted assignment in violation hereof shall be void.

13.3 Confidentiality: Each party shall protect the other’s confidential information with no less than reasonable care.

13.4 Tax Exclusion: All fees exclude VAT and other applicable taxes, which are payable by Licensee.

13.5 Performance Disclaimer: While the Services are designed to improve Accounts Payable processing efficiency, actual results depend on workflows, data quality, and user adoption. No performance guarantees are made.

13.6 Dispute Resolution: Disputes shall first be addressed through good faith negotiation between the project managers. Any dispute that cannot be resolved through negotiation shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Malta Arbitration Centre, with the seat of arbitration in Malta and proceedings conducted in English.

13.7 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Malta.

13.8 Entire Agreement: This Agreement constitutes the complete agreement between the parties, superseding all prior negotiations or understandings.

13.9 Amendment: This Agreement may only be modified by written agreement signed by authorised representatives of both parties.

13.10 Severability: If any provision is held invalid or unenforceable, the remainder shall continue in full force and effect.

13.11 Non-Solicitation: During the term and for one (1) year thereafter, neither party shall solicit the other party’s employees without prior written consent.