Growt Operator Agreement
Effective date: [DATE]
Version: Draft — for review only
1. Parties
This Operator Agreement ("Agreement") is entered into between Droidtech 42 AI Labs AB, a Swedish company (org. nr. 559534-0745), with registered address at Co. Sandberg Dannemoragatan 4, 113 44 Stockholm, Sweden ("Provider"), and [OPERATOR LEGAL ENTITY NAME], [registered in / a company incorporated under the laws of COUNTRY], with registered address at [REGISTERED ADDRESS] ("Operator").
2. Definitions
- Platform — the Growt software platform, APIs, and associated services made available by Provider.
- End Users — customers or users of the Operator who access the Platform through the Operator's branded deployment.
- Operator Deployment — the white-label or branded instance of the Platform provided to the Operator under this Agreement.
- Territory — the geographic region and/or domain specified in Schedule A.
- Fees — the charges payable by the Operator as set out in Schedule B.
3. Grant of Rights
Subject to the terms of this Agreement and payment of applicable Fees, Provider grants the Operator a non-exclusive [or: exclusive within the Territory], non-transferable, revocable right to access and use the Platform to provide services to End Users under the Operator's own brand within the Territory.
4. Operator Obligations
- Comply with all applicable laws and regulations in the Territory.
- Maintain accurate and up-to-date account and billing information.
- Not resell, sublicense, or transfer access to the Platform without prior written consent from Provider.
- Ensure End Users are bound by terms of service no less protective of Provider than this Agreement.
- Not use the Platform for unlawful, harmful, or abusive purposes.
- Maintain the confidentiality of API keys, credentials, and any non-public technical information.
- Provide End Users with a compliant privacy policy covering the processing of their data through the Platform.
5. Territory and Exclusivity
The Operator is granted rights to operate within the Territory defined in Schedule A. [If exclusive: Provider agrees not to appoint another operator in the same Territory and domain segment during the Initial Term, provided the Operator meets the Minimum Commitment in Schedule B.] [If non-exclusive: Provider reserves the right to appoint additional operators in the same Territory.]
6. Domain Registration and Territory Marketplace
6.1 Registered Domain. Where Provider registers a domain name on behalf of the Operator as part of the onboarding process, legal ownership of that domain shall remain with Provider until the Operator has established a qualifying customer base, defined as [MINIMUM NUMBER, e.g. 10] active End Users or at least [MINIMUM REVENUE, e.g. €500] in cumulative monthly recurring revenue generated through the Platform. Upon reaching this threshold, Provider shall, at Operator's written request, transfer the domain to the Operator at no additional charge.
6.2 Territory Reversion. Upon expiry or termination of this Agreement for any reason, the Operator's exclusive rights to the Territory (geographic region and industry vertical as defined in Schedule A) revert to Provider. Provider reserves the right to re-allocate, resell, or auction the Territory to a new operator on the Growt marketplace or through any other commercial channel. Any registered domain associated with the Territory that has not yet been transferred under clause 6.1 also reverts to Provider upon termination.
6.3 Operator-Initiated Territory Sale. An Operator who wishes to exit may list their Territory rights for sale or auction on the Growt operator marketplace, subject to Provider's prior written approval of the prospective buyer and the transfer terms. Provider shall receive a marketplace fee of [X%] of the agreed transfer price. Any such transfer requires execution of a novation agreement replacing the Operator with the approved buyer under the same or updated terms.
6.4 No Goodwill. The Operator acknowledges that the Territory designation, domain, and any associated branding do not constitute goodwill owned by the Operator and that no compensation is owed by Provider upon reversion under clause 6.2, unless separately agreed in writing.
7. Fees and Payment
Fees are charged according to the tier set out in Schedule B. Invoices are issued monthly in advance. Failure to pay within 30 days may result in suspension of access. All fees are exclusive of VAT or applicable taxes, which the Operator is responsible for.
8. Intellectual Property
Provider retains all intellectual property rights in the Platform, including but not limited to algorithms, models, software, and documentation. This Agreement does not transfer any ownership rights to the Operator. The Operator retains ownership of its own data uploaded to the Platform.
9. Confidentiality
Each party agrees to keep confidential any non-public information received from the other party and to use such information only for the purposes of this Agreement. This obligation survives termination for a period of [3 / 5] years.
10. Data Protection
The processing of personal data under this Agreement is governed by the Data Processing Agreement ("DPA") incorporated herein by reference. The Operator acts as data controller for End User data; Provider acts as data processor. Both parties agree to comply with the General Data Protection Regulation (GDPR) and any applicable national data protection legislation.
11. Warranties and Disclaimers
Provider warrants that the Platform will perform materially as described in the documentation. The Platform is provided "as is" to the extent permitted by law. Provider does not warrant uninterrupted or error-free operation. Operator warrants that it has the authority to enter into this Agreement on behalf of its organisation.
12. Limitation of Liability
To the maximum extent permitted by law, Provider's total liability under this Agreement shall not exceed the Fees paid by the Operator in the 12 months preceding the claim. Neither party shall be liable for indirect, consequential, or punitive damages.
13. Term and Termination
This Agreement commences on the date the Operator application is approved and continues for an initial term of [12 / 24] months ("Initial Term"), then renews automatically on a rolling [monthly / annual] basis unless terminated. Either party may terminate with [30 / 60 / 90] days' written notice. Provider may terminate immediately for material breach, non-payment, or violation of applicable law. Upon termination, Operator's access to the Platform ceases and all outstanding Fees become immediately due.
14. Governing Law and Disputes
This Agreement is governed by the laws of Sweden. Any disputes shall be resolved by the courts of Stockholm, Sweden, as first instance. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
15. Amendments
Provider may amend this Agreement with [30 / 60] days' written notice to the Operator. Continued use of the Platform after the notice period constitutes acceptance of the amended terms.
16. Signatures
For Droidtech 42 AI Labs AB (Provider)
Signature
Name: [NAME]
Title: [TITLE]
Date: [DATE]
For Operator
Signature
Name: [NAME]
Title: [TITLE]
Date: [DATE]
Schedule A — Territory
Geographic territory: [Country / Region / Global]
Industry vertical: [e.g. Agriculture, Medical Imaging, Satellite, Robotics — or: Any]
Exclusivity: [Exclusive / Non-exclusive]
Exclusivity conditions: [Minimum monthly revenue or minimum active End Users required to maintain exclusivity, if any]
Permitted use cases: [Describe permitted applications — or: All lawful use cases]
Schedule B — Fees
Tier: [Starter / Growth / Scale / Enterprise]
Monthly platform fee: [€ / $ AMOUNT] per month
Per-audit fee (if applicable): [€ / $ AMOUNT per API call — or: Included in platform fee]
Minimum monthly commitment: [€ / $ AMOUNT — or: None]
Revenue share (if applicable): [X% of Operator's revenue from End Users — or: Not applicable]
Payment method: [Invoice / Stripe / Wire transfer]
Payment terms: [Net 30]
Currency: [EUR / USD / SEK]
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