Joint Venture &
Revenue Share Agreement.

The parties

This Agreement takes effect on the date of signature at clause 23, and is between:

Content Creator. Identified by the full name, business, email, and country entered at the point of signature in clause 23, which becomes part of the signed record.

Together referred to as the “Parties”.

1Purpose

The Parties agree to collaborate on the creation, launch, and operation of an online coaching or education business (the “Programme”).

This Agreement does not create a partnership in the legal sense, a joint legal entity, an employment relationship, or any agency beyond what is written here. Each Party acts as an independent contractor and is responsible for its own taxes, social contributions, registrations, and reporting.

2Roles and responsibilities

2.1 Operator

The Operator builds and runs the back end of the Programme, including:

• Funnel, landing page, and website creation.
• CRM, automation, integrations, and tracking systems.
• Sales systems: scripts, pipelines, setters, and closers.
• AI tools, infrastructure, and internal workflows.
• Hiring, onboarding, and managing setters and closers.
• Performance tracking, reporting, and ongoing optimisation.

The Operator retains full discretion over strategy, systems, tooling, and implementation.

2.2 Content Creator

• Creating and publishing content.
• Delivering the coaching, programme, or fulfilment promised to customers.
• Providing assets, platform access, approvals, and cooperation.
• Funding all Programme expenses: ads, software, tools, and contractors.
• Responding to operational requests within a reasonable time, normally 48 hours.
• Running the Programme in compliance with the law and with the rules of every platform and processor used.

3Revenue definitions

• Gross Revenue. Total revenue collected from customers of the Programme.
• Net Revenue. Gross Revenue less the Operator revenue share described in clause 4.
• New Revenue. Any revenue generated through systems the Operator built or materially restructured. All revenue processed through Operator systems is presumed to be New Revenue unless system data proves otherwise.

4Revenue share

From Gross Revenue:

This split applies after the Operator share is calculated, in the order set out in clause 5. The revenue share applies in addition to the build fee at clause 6.1, not instead of it.

5Payment waterfall

All revenue is distributed in the following order, and the order is a material term of this Agreement:

• Step 1. Operator share, paid first. The Operator receives 20% of Gross Revenue.
• Step 2. Remaining balance. Paid to the Content Creator.

6Payments

• 6.1 Build fee. An upfront build fee of is due on signature and is payable before any work begins. It covers the build of the Engine and the capacity reserved for the Programme. Where agreed, it may be split into instalments recorded in the schedule at clause 22, with the final instalment due before launch. The build fee is non-refundable in all circumstances under clause 7, including where the Programme is never launched.
• Frequency. Revenue share and commissions are paid twice monthly, on the 5th and the 20th of each month.
• Currency. US Dollars (USD). Where revenue is collected in another currency, it is converted at the exchange rate applied by the payment processor on the date of collection, and any conversion or transfer fee is borne by the Content Creator.
• Basis. Payments are based solely on revenue actually collected. They are not contingent on satisfaction, opinion, or perception of performance.
• Late payment. Overdue balances carry interest at 20% per year, accruing monthly until paid in full. The Operator may suspend access to the Engine while a balance is outstanding, without that suspension pausing the term or reducing anything owed.
• Tax. All amounts are exclusive of VAT and any other applicable tax, which is added where required by law. Where both Parties are VAT-registered businesses in different EU member states, the reverse charge applies and the Content Creator accounts for VAT in its own country.
• Transparency. The Content Creator gives the Operator read access to the payment processor and revenue reporting the share is calculated from, for the duration of this Agreement.

7No refunds

• Amounts invoiced but unpaid at termination remain due in full and are payable on the original schedule.
• Refunds the Content Creator gives to its own customers are a commercial decision of the Content Creator and create no claim against revenue share already paid.
• Raising a chargeback or payment dispute instead of contacting the Operator first is a material breach, suspends all access immediately, and accelerates the full remaining balance.
• The full policy sits at growwithlukas.com/legal/refund-policy and is incorporated into this Agreement by reference.

8Systems and access, the Engine

The Operator builds and controls all back-end systems, together referred to as the Engine, and may retain operational access to them for the duration of this Agreement. Removing that access without written agreement is a material breach.

9Intellectual property

9.1 Content Creator IP

The Content Creator retains ownership of its brand, content, audience, and customer relationships.

9.2 Operator IP

The Operator retains ownership of the Engine, including:

• Funnels, landing pages, and websites built for the Programme.
• Automations, CRM systems, and sales infrastructure.
• SOPs, workflows, scripts, and templates.
• Integrations, back-end systems, AI systems, and prompts.
• Any infrastructure built on platforms such as Notion, Slack, Cal.com, Close, Typeform, ManyChat, Make, n8n, Twilio, Supabase, Railway, WebinarJam, and similar tools.

9.3 Licence

The Content Creator receives a limited, revocable, non-transferable licence to use the Engine for the Programme during the term of this Agreement only.

9.4 On termination

• All access is revoked immediately.
• The Operator may disable, remove, or retain the systems.
• The licence to use the Engine ends immediately.

9.5 Non-replication

For 12 months after termination, the Content Creator may not copy, rebuild, reverse engineer, or have a third party replicate the Engine.

10Term and termination

• 10.1 Minimum term. 90 days from the date of signature.
• 10.2 Notice. After the minimum term, either Party may terminate on 45 days written notice. Written notice may be given by email or WhatsApp.
• 10.3 For cause. Either Party may terminate immediately if the other materially breaches this Agreement and fails to cure within 15 days of written notice.

10.4 Material breach includes

• Non-payment, or raising a chargeback in place of contacting the other Party.
• Failure to perform core responsibilities under clause 2.
• Misuse or replication of the Engine.
• Breach of confidentiality.
• Attempting to bypass the revenue systems or under-report collected revenue.
• Engaging external operators to replace the Operator Team during the term.

10.5 Effect of termination

• System access is revoked immediately.
• All outstanding payments remain due, and nothing paid is refunded.
• Systems may be shut down at the Operator’s discretion.
• An optional transition period of up to 14 days may be offered where the Content Creator is in good standing.

11Buyout

The Content Creator may purchase the Engine outright. The buyout price is the higher of:

• Six times the average monthly Operator payout over the previous three months, or
• $25,000.

On completion of the buyout, full ownership transfers to the Content Creator, the revenue share ends, and the systems remain active under the new ownership.

12Confidentiality

All non-public information of either Party remains strictly confidential during this Agreement and after termination. This covers revenue figures, customer data, funnels, scripts, pricing, and systems.

13Data protection

Where the Operator processes personal data belonging to the Programme's customers or subscribers, the Content Creator is the controller and the Operator acts as processor on the Content Creator's documented instructions. Both Parties comply with the GDPR, apply appropriate technical and organisational measures, and assist each other with data subject requests and breach notifications. On termination, the Operator deletes or returns personal data it holds as processor, except where law requires it to be kept.

14Non-solicitation

During this Agreement and for 12 months after it ends, neither Party will directly engage, hire, or contract the other Party's setters, closers, contractors, or team members introduced through the Programme, without written consent.

15Good faith

Both Parties agree to act in good faith and to support the success of the Programme. Neither Party will intentionally disrupt active revenue-generating systems while the other is in good standing.

16No guarantee of results

The Operator gives no guarantee of any specific revenue, lead volume, conversion rate, or business outcome. Figures, case studies, and testimonials shared before signature are examples of what other clients achieved and are not projections. Nothing in this Agreement is financial, legal, tax, or investment advice.

17Liability

Each Party is responsible for its own acts and omissions. Neither Party is liable for indirect, incidental, or consequential loss, including lost profit, lost revenue, lost data, or loss of goodwill.

Total aggregate liability is limited to the greater of the payments made between the Parties in the six months before the claim, or $25,000. This limit does not apply to fraud, wilful misconduct, breach of confidentiality, or any liability that cannot be limited by law.

18Force majeure

Neither Party is liable for delay or failure caused by events outside its reasonable control, including platform outages, account suspensions by third parties, changes in platform policy, natural events, or acts of government. Payment obligations for revenue already collected are not suspended by this clause.

19Notices

Notices under this Agreement are valid when sent by email to the addresses on the first page, or by WhatsApp to a number the Parties have used for Programme communication. A notice is deemed received on the next business day after it is sent.

20Entire agreement

This Agreement, together with the refund policy and terms of service published at growwithlukas.com/legal, forms the entire agreement between the Parties and replaces any prior discussion, proposal, or promise. Amendments are valid only in writing, signed by both Parties. If any clause is found unenforceable, the rest of the Agreement stays in force. This Agreement may not be assigned without written consent.

21Governing law

This Agreement is governed by the law of the Republic of Lithuania. The Parties will attempt to resolve any dispute in good faith for 30 days. Failing that, the competent courts of Vilnius, Republic of Lithuania, have exclusive jurisdiction.

22Schedule: terms specific to this Programme

The numbers on this copy of the Agreement are the terms specific to this Programme, and they win over the standard figures anywhere else these documents are discussed.

Anything else agreed for this Programme beyond what is set out above — start date, scope, or any other specific — is confirmed separately in writing, by email, and forms part of this Agreement by reference.

23Signatures

By signing, both Parties confirm they have read this Agreement in full, including the no refunds clause at clause 7, and agree to be bound by it. An electronic signature has the same effect as a handwritten one, and both Parties get an emailed copy of exactly what was accepted and when.