This Agreement sets out the full commercial and legal terms of the six-month creator growth program, including the August build sprint, the monthly retainer, performance fees, creator commission handling, attribution, and payment terms. It supersedes the proposal in the event of any conflict on fees or scope.
This Creator Growth Partnership Agreement (the "Agreement") is entered into between The Lees Media LLC, a Wyoming limited liability company operating under the trade name Vessels (vssls.co) ("Vessels"), and Saint Steps, together with the legal entity that owns and operates the Saint Steps application and any affiliate designated by it ("Client"). Vessels and Client are each a "Party" and together the "Parties."
This Agreement becomes effective on the date Client executes it electronically and Vessels receives the Build Sprint Fee described in Section 4.1 (the "Effective Date"). Vessels operates independently and is not affiliated with any other organization. The individual executing this Agreement represents that they are authorized to bind Client.
Vessels will design, staff, and operate a creator marketing program for the Saint Steps application. The program includes the following, in each case as reasonably scoped by Vessels and agreed with Client:
Not included: paid media buying and ad spend, app development, customer support, organic social account management for Client's own channels, and any flat-fee or gifted compensation payable to creators, all of which remain Client's responsibility unless separately scoped in writing under Section 21.
3.1 Build Sprint. Upon the Effective Date, Vessels will begin the August build sprint: creative briefs, outreach lists, creator contract templates and usage-rights language, discount code architecture, the attribution specification, the web checkout build, and paywall change recommendations. The build sprint runs from the Effective Date through August 31, 2026.
3.2 Program Term. The six-month program term begins September 1, 2026 and ends February 28, 2027 (the "Initial Term"). Following the Initial Term this Agreement continues month to month until either Party gives thirty (30) days' written notice.
3.3 Signature Deadline. The discounted retainer in Section 4.2 and the Build Sprint Fee in Section 4.1 are available only if this Agreement is executed and the Build Sprint Fee received on or before Friday, August 7, 2026. After that date Vessels' standard rate of $4,999 per month applies and the build sprint is quoted separately.
4.1 Build Sprint Fee. A one-time fee of $1,297, due on execution of this Agreement, covering the August build sprint described in Section 3.1. This fee is non-refundable once the build sprint has commenced, and is not credited against the retainer.
4.2 Monthly Retainer. $2,999 per month, discounted from Vessels' standard rate of $4,999 per month and held at $2,999 for the entire Initial Term. The first retainer payment is due September 1, 2026 and thereafter on the first day of each calendar month, for six (6) monthly payments totaling $17,994. Client authorizes Vessels to charge the payment method on file automatically on each due date.
4.3 Vessels Performance Fee. Ten percent (10%) of Attributed Revenue as defined in Section 5, invoiced monthly in arrears.
4.4 Creator Commissions. Ten to twenty percent (10–20%) of Attributed Revenue, set per creator by Vessels within that band and disclosed to Client in the monthly reconciliation report. Creator commissions are a pass-through cost of the program and are ultimately Client's obligation, subject to Section 6.
4.5 Payment Processing. 2.99% of collected Attributed Revenue processed through Vessels-operated checkout infrastructure, passed through at cost. Amounts collected by Client directly, including in-app purchases through Apple or Google, carry those platforms' own fees and are Client's responsibility.
4.6 Payment Terms. The retainer is payable in advance on the first of each month. Performance amounts under Sections 4.3, 4.4 and 4.5 are invoiced monthly in arrears and are due net thirty (30) days from the invoice date. All amounts are stated in U.S. dollars and are exclusive of any applicable taxes.
| Component | Amount | Timing |
|---|---|---|
| Build sprint | $1,297 | Once, on signature |
| Monthly retainer | $2,999 | 1st of each month, Sept 1 – Feb 1 |
| Vessels performance fee | 10% | Monthly in arrears, net 30 |
| Creator commissions | 10–20% | Monthly in arrears, net 30 |
| Payment processing | 2.99% | Monthly in arrears, net 30, at cost |
| Fixed commitment, Initial Term | $19,291 | $1,297 + six months at $2,999 |
Performance fees are variable and owed only on revenue actually attributed to the program. If the program drives no Attributed Revenue, nothing beyond the Build Sprint Fee and the retainer is owed.
5.1 Definition. "Attributed Revenue" means gross subscription and purchase revenue actually collected by or on behalf of Client that is attributable to the program through any of the following: (a) a creator-specific discount or promo code issued under the program; (b) a tracked link, landing page, or checkout operated by Vessels; (c) a creator-specific in-app offer code or campaign identifier configured under the program; or (d) any other attribution method the Parties agree to in writing.
5.2 Exclusions. Attributed Revenue is calculated net of refunds, chargebacks, subscription cancellations refunded within the reporting period, sales and similar taxes, and any amounts collected but never remitted to Client by a platform. It excludes revenue from Client's own paid media, owned channels, App Store organic search, and pre-existing partnerships not brought into the program under Section 2.
5.3 Renewals. Attributed Revenue includes the initial subscription term purchased through an attributed conversion. Automatic renewals beyond that initial term are not Attributed Revenue unless the Parties agree otherwise in writing.
5.4 Reporting. Within ten (10) business days after the end of each calendar month, Vessels will deliver a reconciliation report showing attributed conversions by creator, gross and net Attributed Revenue, creator commissions due, the Vessels performance fee, and processing costs. The corresponding invoice accompanies the report.
5.5 Client Data Access. Client will provide Vessels with reasonable read access to the reporting Client controls, including App Store Connect, Google Play Console, RevenueCat or equivalent subscription analytics, and Client's payment processor, sufficient to verify attributed conversions. Where Client cannot or elects not to provide such access, the records generated by Vessels' tracking infrastructure govern.
5.6 Disputes. Client may dispute any line item in a reconciliation report by written notice within ten (10) business days of delivery, describing the basis for the dispute. Undisputed amounts remain due on the original schedule. The Parties will resolve disputed amounts in good faith within fifteen (15) business days.
The Parties acknowledge that attribution of in-app subscription events is materially less reliable than attribution through a web checkout. During the build sprint Vessels will specify and test both paths. Where an in-app conversion cannot be reliably attributed by any agreed method, it is not Attributed Revenue and no fee is owed on it. Neither Party is in breach for attribution gaps arising from platform limitations outside its control.
6.1 Vessels Contracts Creators. Vessels contracts with creators in its own name for the benefit of the program. Vessels is responsible for the terms of those creator agreements and for administering payouts.
6.2 Vessels Advances Payouts. As an accommodation to Client and to keep the roster paid on time, Vessels will fund creator commissions to creators on Vessels' normal payout schedule, in advance of Client's payment of the corresponding invoice. Every such payout is an advance made on Client's behalf and for Client's account. Client reimburses those amounts through the monthly performance invoice under Section 4.6.
Creator commissions are earned by creators on revenue delivered to Client, and Client is and remains ultimately liable for them. Nothing in this Agreement transfers that economic obligation to Vessels.
6.3 Direct Payment Election. Client may elect in writing at any time to fund creator commissions directly on a pre-funded basis rather than by reimbursement. On that election, Vessels' advance obligation ends and Vessels will disburse only funds Client has provided. Client remains responsible for any creator claim arising from Client's failure to fund on time.
6.4 Flat-Fee and Gifted Compensation. Any flat-fee creator payment, gifted product, or paid partnership approved by Client under Section 2 is billed to Client at cost plus the Vessels performance fee only where the Parties agree in writing, and is Client's obligation in full.
Time is of the essence with respect to payment. If Client fails to pay any undisputed amount when due, the following apply, cumulatively and without prejudice to any other remedy:
| Trigger | Consequence |
|---|---|
| Any amount past due | A finance charge of 1.5% per month (18% per annum), or the maximum rate permitted by applicable law if lower, accruing daily from the due date until paid in full. |
| 5 calendar days past due | A flat late fee of $95 per delinquent invoice. |
| Failed or returned payment | A $35 returned payment fee per occurrence, plus any fee charged to Vessels by the processor. |
| 10 calendar days past due | Vessels may suspend all services, pause creator activations, halt advances under Section 6.2, and disable Vessels-operated checkout infrastructure, on written notice. Suspension does not pause the retainer or extend the Initial Term. |
| 30 calendar days past due | Vessels may accelerate all remaining retainer payments for the Initial Term, which become immediately due, and may terminate for cause under Section 19.3. |
| Any collection activity | Client pays all reasonable costs of collection, including collection agency fees, arbitration costs, and reasonable attorney's fees. |
Client authorizes Vessels to re-attempt any failed charge to the payment method on file and to charge accrued finance charges and fees to that method. Client will keep a valid payment method on file for the duration of this Agreement.
7.1 No Withholding. Client may not withhold payment of undisputed amounts on account of a dispute over other amounts, or on account of program performance. Vessels does not guarantee results; the retainer buys the work, not an outcome.
Client bears the full commercial and legal consequence of any failure to pay amounts due under this Agreement. Without limiting Section 6 or Section 7:
Client retains sole authority over its own pricing. Vessels will recommend, and the Parties presently intend to implement, a list price of $49.99 on the six-month plan paired with a 20% creator discount code, so the customer-facing price on a coded purchase remains $39.99. Client will implement, or authorize Vessels to implement, agreed paywall and code changes with reasonable promptness, since program economics and creator briefs depend on them.
Discount codes issued under the program are program property for tracking purposes. Client will not extend, re-issue, or repurpose a creator's code outside the program without notice to Vessels, since doing so distorts attribution and creator compensation. Client may change prices or retire codes at any time on written notice; Attributed Revenue is measured on amounts actually collected.
Where Client elects, Vessels will build and operate a hosted web checkout at saintsteps.vssls.co through which customers may purchase Saint Steps subscriptions outside the app stores. Funds collected through that checkout are collected for Client's account and remitted to Client, net of the amounts owed under Sections 4.3, 4.4 and 4.5, on the monthly reconciliation cycle, or are routed directly to Client's own processor account where Client provides one.
Client is responsible for fulfilling and honoring every subscription sold through that checkout, for its own consumer-facing terms and refund policy, and for compliance with applicable consumer protection, tax, and app store rules governing purchases made outside the app. Vessels makes no representation regarding Apple or Google policy compliance and Client should confirm its approach with its own counsel.
Vessels will secure from participating creators, on Client's behalf, a license permitting Client and Vessels to use, edit, and distribute creator content produced under the program for advertising and organic marketing of Saint Steps, including paid social and creator whitelisting, for a period of at least twelve (12) months from first publication, unless a specific creator agreement states otherwise. Vessels will disclose any narrower grant in the monthly report.
Client is responsible for its own use of that content within the scope of the license granted, including any use continuing after this Agreement ends. Vessels does not warrant that any creator will renew or extend a license beyond its stated term.
Delays caused by Client extend Vessels' timelines day for day and do not reduce or defer fees.
13.1 Category Exclusivity. During the Initial Term, Vessels will not provide creator growth services to another mobile application whose primary purpose is Catholic men's daily spiritual formation and habit tracking. This does not restrict Vessels from serving Christian, faith-adjacent, or unrelated clients generally.
13.2 Non-Circumvention. For the Initial Term and twelve (12) months following, Client will not engage, directly or through an affiliate or agency, any creator first introduced to Client by Vessels for Saint Steps promotion outside this Agreement, without paying Vessels the performance fee it would have earned. This does not apply to creators Client can show it had a documented relationship with before the Effective Date, or who approach Client independently.
13.3 Non-Solicitation of Personnel. Neither Party will solicit for employment the other's employees or dedicated contractors during the term and for twelve (12) months after, excluding general public job postings.
Each Party will keep confidential the other's non-public business, financial, technical, subscriber, and creator information, use it only to perform this Agreement, and protect it with at least reasonable care. This obligation survives termination for two (2) years. It does not apply to information that is public through no fault of the receiving Party, independently developed, or required to be disclosed by law, provided the receiving Party gives prompt notice where legally permitted. Creator rates and roster composition are Vessels' confidential information.
Client data remains Client's at all times and is exportable on written request. Client grants Vessels a non-exclusive license to access, host, and process Client data solely to perform the services.
Except for fraud, willful misconduct, breach of confidentiality, or a Party's indemnification obligations, neither Party is liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or lost data. Vessels' total aggregate liability under this Agreement shall not exceed the total retainer fees actually paid by Client in the three (3) months preceding the claim.
Vessels makes no guarantee of any specific impression, install, subscription, revenue, or return figure. Projections shared in the proposal, on saintsteps.vssls.co, or in any model are illustrative estimates based on stated assumptions, not commitments. Vessels will use commercially reasonable efforts to pursue them.
17.1 Mutual. Each Party will indemnify, defend, and hold the other harmless from third-party claims arising from its own negligence, willful misconduct, breach of this Agreement, or violation of applicable law.
17.2 Client-Specific. Client will additionally indemnify Vessels against claims arising from: (a) Client's non-payment, including creator claims as set out in Section 6; (b) the Saint Steps app, its content, its subscription terms, its refund handling, and its compliance with app store and consumer protection rules; (c) Client's use of creator content outside the license granted; and (d) Client's own marketing claims.
17.3 Vessels-Specific. Vessels will additionally indemnify Client against claims arising from Vessels' failure to obtain the creator licenses it represents it has obtained, and from Vessels' own breach of a creator agreement.
Vessels will require participating creators to disclose their material connection to Saint Steps in accordance with FTC endorsement guidance, and will include disclosure requirements in every creator brief and contract. Client will not instruct any creator to omit or obscure a required disclosure. Each Party is responsible for its own compliance with applicable advertising, privacy, and consumer protection law.
19.1 Initial Term. The Initial Term is a six-month commitment. Client may not terminate for convenience during the Initial Term. Early termination by Client for any reason other than Vessels' uncured material breach accelerates all remaining retainer payments, which become immediately due.
19.2 After the Initial Term. Either Party may terminate on thirty (30) days' written notice.
19.3 Termination for Cause. Either Party may terminate immediately on written notice if the other materially breaches and fails to cure within ten (10) business days of notice. Non-payment thirty (30) days past due is a material breach requiring no further cure period.
19.4 Effect of Termination. All accrued amounts become due. Vessels will deliver a final reconciliation within fifteen (15) business days and, on payment of undisputed amounts, will export Client-owned data and campaign assets within fourteen (14) business days.
19.5 Performance Tail. Vessels' performance fee and creator commissions continue to apply to Attributed Revenue generated for sixty (60) days after termination from creator content published during the term or from codes issued during the term. This protects the creators who did the work. No new activations occur after termination.
Neither Party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, act of government, platform-wide outage, or major changes to a third-party platform's policies or APIs. Payment obligations for services already rendered are not excused.
Any material change to scope, fees, timeline, or deliverables must be documented in writing and agreed by both Parties before that work begins. Email confirmation between authorized representatives satisfies this requirement.
The discounted retainer in Section 4.2 is offered in part in consideration of Client's participation in Vessels' marketing. Client grants Vessels a non-exclusive, royalty-free, worldwide license to identify Saint Steps as a Vessels client and to display Client's name, logo, marks, and screenshots or recordings of the work Vessels produced under this Agreement, on vssls.co, in Vessels' portfolio and case studies, in proposals, and on Vessels' social channels. Vessels will present the work accurately and will not disclose Client's confidential financial information under Section 14 without prior written consent.
After the program has run at least ninety (90) days and if Client is satisfied with the work delivered, Client agrees to provide, on request, a short written testimonial. This obligation arises only if Client is genuinely satisfied. Client may withdraw any specific asset or quote from Vessels' active marketing by written request, and Vessels will remove it from materials within its control within thirty (30) days. This Section survives termination with respect to work completed during the term.
Vessels prepares creator agreements, usage-rights language, briefs, and other operating documents drawing on its operational experience. Client acknowledges that Vessels is not a law firm, its members are not attorneys, and nothing Vessels provides constitutes legal advice. Client is advised to have such documents, and this Agreement, reviewed by licensed counsel. Trademark, privacy, tax, and app store compliance matters remain the responsibility of Client and Client's advisors.
This Agreement is governed by the laws of the State of Wyoming, without regard to conflict of laws principles. The Parties will first attempt good-faith negotiation for thirty (30) days. Unresolved disputes shall be submitted to binding arbitration in Kansas City, Missouri under the Commercial Arbitration Rules of the American Arbitration Association, before a single arbitrator. The prevailing Party is entitled to recover reasonable attorney's fees and costs where permitted. Nothing here prevents either Party from seeking injunctive relief for breach of confidentiality or intellectual property rights, or Vessels from pursuing collection of undisputed past-due amounts in any court of competent jurisdiction.
This Agreement, together with Vessels' Terms of Service and Privacy Policy at vssls.co/terms and vssls.co/privacy, constitutes the entire agreement between the Parties and supersedes all prior discussions, proposals, and representations, including the Vessels × Saint Steps proposal, which is illustrative only. Where the proposal and this Agreement conflict on fees, scope, or terms, this Agreement controls. Amendments must be in writing and agreed by both Parties. If any provision is unenforceable, the remainder continues in full effect. Neither Party may assign this Agreement without the other's consent, except to a successor in connection with a merger or sale of substantially all assets. Vessels is an independent contractor, not an employee, partner, or joint venturer of Client. Electronic signatures and counterparts are valid and binding.
Illustrative only, using a $49.99 list price with a 20% creator code, so $39.99 is collected per subscription. Actual figures will differ.
| Line | Web checkout | In-app |
|---|---|---|
| Attributed subscriptions | 200 | 200 |
| Gross Attributed Revenue | $7,998.00 | $7,998.00 |
| Creator commissions at 20% | $1,599.60 | $1,599.60 |
| Vessels performance fee at 10% | $799.80 | $799.80 |
| Processing at 2.99% (web) / Apple 15% (in-app) | $239.14 | $1,199.70 |
| Monthly retainer | $2,999.00 | $2,999.00 |
| Net to Client | $2,360.46 | $1,399.90 |
Apple's fee is charged to Client by Apple and is not invoiced by Vessels; it is shown for comparison only. The 2.99% processing line is invoiced at cost.
| Priority | Method | Applies to |
|---|---|---|
| 1 | Vessels-operated web checkout at saintsteps.vssls.co with creator-specific code and tracked link | Web subscriptions |
| 2 | Creator-specific promo or offer code redeemed in-app, matched against App Store Connect or Play Console redemption reports | In-app subscriptions |
| 3 | Creator-specific tracked link with post-install attribution through Client's analytics provider | In-app subscriptions |
| 4 | Self-reported source at onboarding, used only as a corroborating signal | Both |
Where two methods attribute the same conversion, the higher-priority method governs and the conversion is counted once. Conversions matched by no method are not Attributed Revenue.
| Window | What Vessels delivers |
|---|---|
| Aug 10 – Aug 31 Build sprint | Briefs, hooks and scripts; outreach lists; creator contract and usage-rights templates; discount code architecture; attribution specification; web checkout build; paywall change recommendation; first cohort sourced and briefed. |
| September | First cohort live. Web and in-app attribution running side by side. First reconciliation report by October 14. |
| October – November | Roster expansion, format testing, winning content packaged for paid usage, Protestant test cohort opens. |
| December – January | Seasonal push, roster scaling, first larger partnership conversations where Client approves. |
| February | Term review, full performance readout, and the plan for the following six months. |
By signing below, each Party agrees to be bound by this Agreement in its entirety, including the fee schedule in Section 4, the creator commission liability in Section 6, and the late payment terms in Section 7.