Guildmember Agreement

This Guildmember Agreement (“Agreement”) is between you (“Guildmember”) and A.C.N. 675 668 710 PTY LTD, the Australian company operating Penworth.ai (“Penworth”). It governs your participation in The Penworth Guild (“the Guild”).

By submitting an application to the Guild, you agree to this Agreement. If you are accepted as a Guildmember, this Agreement governs your relationship with Penworth for the duration of your membership.

Guildmembers are independent contractors, not employees, agents, partners, or franchisees of Penworth. Nothing in this Agreement creates an employment relationship. Guildmembers are responsible for their own tax obligations in their jurisdiction of residence.

Commission is earned on the following basis:

• Commission applies to first-tier referrals only — users who subscribe to Penworth through the Guildmember's unique referral code or link.
• Commission is calculated as a percentage of the referred user's monthly subscription fee, at the plan price originally subscribed to, for 12 consecutive months from the referred user's first paid month.
• The commission percentage is determined by the Guildmember's tier at the time of referral (Apprentice 20%, Journeyman 25%, Artisan 30%, Master 35%, Fellow 40%) and is locked at that rate for the full 12-month window.
• Commission is not paid on plan upgrades beyond the originally referred plan, nor on credit pack purchases.
• Commission on a month in which the referred user is refunded is clawed back from the Guildmember's next payout.
• Commission on a chargeback is clawed back in full, including prior months paid on that referred user.

Payouts are processed on the last business day of each calendar month at midnight Adelaide time. Payments are made via the method the Guildmember has selected in their dashboard settings:

• Wise — bank transfer in local currency
• USDT — stablecoin transfer (Ethereum or Tron network)

Minimum payout threshold: $50 USD. Balances below this threshold roll forward to the next month with no penalty or fees.

Advancement through the five Guild tiers is based on active retained referrals — referred users who have been paid subscribers for at least 60 consecutive days.

Full advancement criteria are published and maintained at guild.penworth.ai/ladder and are incorporated by reference into this Agreement.

Penworth may adjust advancement criteria on a forward-looking basis. Existing tier status and existing commission obligations on in-flight referrals are not affected by such adjustments.

Penworth may terminate a Guildmember's participation for:

• Confirmed fraud, including self-referral, bot-driven signups, or payment fraud.
• Three or more Community Guideline violations within any 12-month period.
• Material breach of this Agreement.
• Impersonation of Penworth or Guild Council personnel.

Upon termination: future commission payments cease immediately; pending unvested commissions are forfeited; vested and paid commissions are not clawed back unless fraudulently obtained; dashboard access is revoked; and the Guildmember is banned from reapplying for 2 years.

Guildmembers may appeal termination within 14 days. Appeals are reviewed by a three-member panel of Guild Fellows (not including any Fellow who flagged the case). The appeal decision is final.

Penworth may flag and investigate activity including (but not limited to): self-referral patterns, referral volume exceeding 100 per 24 hours or 500 per 7 days, referred users with abnormal chargeback or refund rates, and suspicious IP or device fingerprint patterns. Penworth reserves the right to hold or reverse commissions pending investigation.

Guildmembers are solely responsible for their own tax obligations. Penworth does not withhold tax from payouts. By 31 January each year, Penworth issues an annual earnings statement covering the prior calendar year. For U.S.-based Guildmembers earning above $600 in a calendar year, Penworth files Form 1099-NEC as required by IRS rules.

Penworth may modify this Agreement on 30 days' notice via email and a notice in the Guildmember dashboard. Changes to commission rates or the 12-month window will not apply retroactively to referrals made before the effective date of the change.

This Agreement is governed by the laws of South Australia, Australia. Disputes arising from or related to this Agreement shall be resolved by the courts of South Australia, unless otherwise required by the Guildmember's local jurisdiction.

Questions about this Agreement may be directed to guild@penworth.ai.