Growth Partner Program - the rules

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Earn a share of the revenue you help create. No upfront payment: your contribution is your reach, your skills and your effort.

Contents

1. How the program works
2. What you can join
3. Partner tiers
4. How your revenue share is calculated
5. Your marketing commitment
6. Revenue share payments
7. Equity conversion option
8. Leaving the program
9. Legal & compliance notice

1. How the program works

Partners don't buy anything and don't receive shares in a company. Each partner signs a Growth Partner Agreement (GPA) for one venture, or a Portfolio Agreement covering all active ventures. The agreement gives you:

• Partner Units in that venture's Partner Revenue Pool. You earn them gradually by meeting your marketing commitment (see Section 4).
• A share of that venture's net revenue in proportion to your vested units, paid quarterly for as long as your agreement is active and in good standing.
• An option to convert your position into equity if the venture later becomes its own company and reaches a defined milestone (see Section 7).

In one line: you promote the product, we track your results, and you share in the revenue the venture earns.

2. What you can join

• Single venture: your agreement and marketing effort cover one product, for example HIO Challenge.
• Portfolio: your units are spread across all active ventures at the time you sign, weighted by the size of each venture's open pool. Ventures launched later are only included if you opt in.

The Partner Revenue Pool

When a venture opens to partners, xcetra sets aside part of its net revenue as the Partner Revenue Pool, up to 50% of net revenue. xcetra and the venture's operating team keep the rest.

Each pool is divided into 100 Partner Units, so one unit is 1% of the pool. If a venture's pool is 50%, one fully vested unit is worth 0.5% of that venture's net revenue.

3. Partner tiers

Tiers are based on how much you commit to doing, not on money. Higher tiers carry larger commitments and earn more units.

"Original content" means a video, post, article or case study you created using approved brand assets. You can move up a tier at the next quarterly review if you have met the higher tier's commitment for the whole quarter and units are still available.

4. How your revenue share is calculated

Units vest as you perform

Your units are allocated when you sign, but they vest monthly over 12 months: one-twelfth of your units each month in which you meet your commitment. You are paid only on vested units. Units for a month in which you missed your commitment don't vest; the cure process in Section 5 applies.

The formula

Your revenue share (for a venture)
  = (Your vested Partner Units ÷ 100) × Partner Revenue Pool %

Example

HIO Challenge has a Partner Revenue Pool of 50%. A Growth Partner has 5 units. After 12 months of meeting the commitment, all 5 units are vested:

(5 ÷ 100) × 50% = 2.5% of HIO Challenge's net revenue

Six months in, with 2.5 units vested, the same partner receives 1.25%.

5. Your marketing commitment

What makes this a partner program is that you actively grow the venture. Your commitment is measured objectively:

• Tracked, not trusted. Every partner gets a unique referral link or code and access to the approved marketing toolkit. Only activity through tracked channels counts: your link, your tagged posts, and content you submit with an evidence link.
• Quarterly review. At the end of each quarter, each active agreement is checked against its tier's commitment.
• Grace and cure. The first time you fall short, you get a warning and one quarter to catch up. We tell you exactly what's missing and how to fix it.
• Sustained non-performance. If you miss your commitment for two consecutive quarters after a warning, vesting and revenue accrual pause. You keep everything already paid and owed. A third consecutive miss ends the agreement, and your unvested units go back to the pool.
• Evidence, not surveillance. You self-report other activity, such as a talk or an introduction, with an evidence link. We never scrape your personal social accounts.

Conduct rules: what you promote

• Share the venture's product with your audience using your tracked link
• Use approved assets and claims from the toolkit
• Disclose that you're a paid partner (e.g. "#ad" or "partner link")

Conduct rules: what you must not do

• Invite anyone to join this partner program or describe it as an investment opportunity
• Promise or imply returns, earnings or results
• Make claims about the product that aren't in the approved toolkit
• Spam, buy clicks, or use bots or incentivised clicks

No recruitment rewards. Partners earn only from venture revenue. You never earn anything for bringing in other partners, and referral clicks from people joining the partner program don't count toward your commitment.

6. Revenue share payments

• Net revenue for each venture each quarter is gross revenue minus payment processing fees, refunds and chargebacks, and the direct cost of delivering the product. For HIO Challenge, for example, prize payouts and club commissions are deducted. Each venture's list of deductions is fixed in writing, with accountant sign-off, before any partner signs.
• Timing: quarterly statements and quarterly payments. Balances under A$50 roll over to the next quarter.
• Transparency: every statement shows gross revenue, each deduction, net revenue, the pool %, your vested units and your share. You see how the number was reached, not just the result.
• Currency and fees: payments are in AUD. Payment-processor fees on payouts are the partner's cost unless agreed otherwise.
• Tax: payments are made in return for your services. You're responsible for your own tax, and GST if you're registered. We'll ask for an ABN, or apply withholding where the law requires it.

7. Equity conversion option

• Trigger: set for each venture when it opens to partners, e.g. a sustained revenue level over a number of consecutive quarters, or a funding or traction milestone.
• How it works: once the trigger is reached, eligible partners may be offered the option, but are never obliged, to convert their vested units into shares, at a ratio fixed in the original agreement.
• Conditions: conversion depends on the venture becoming its own company, proper share-issue documents, and legal and accounting sign-off at the time. It's a formal legal step, not an automatic one, and no timing is promised in advance.

8. Leaving the program

• Not transferable. Partner Units are personal to you. They can't be sold, assigned or traded.
• Leaving voluntarily: give 30 days' notice at any time. Everything you've earned to your exit date is paid in the next quarterly cycle.
• What happens to your units: Unvested units go back to the pool straight away. If you leave after at least 12 months, you enter a wind-down period of up to four quarters. During it, your vested units keep earning only in quarters where you meet your full Section 3 commitment through your tracked link. The first quarter you fall short ends the wind-down period with no cure. Your vested units are then cancelled. If you leave before 12 months, your vested units stop earning on your exit date. Partner Units have no cash or resale value..

9. Legal & compliance notice — please read before applying

This is a draft framework. It has not yet been reviewed by a lawyer, accountant or financial adviser. Australian law is assumed.

• No money from partners. The program is designed so partners contribute services (marketing), not money. We don't accept money from partners for participation, units or tiers, and never will without a properly licensed or exempt structure in place first.
• Substance over labels. Under the Corporations Act 2001 (Cth), what an arrangement does matters more than what it's called. A legal review will confirm whether the program, and especially the equity conversion option, needs any licence, disclosure or exemption.
• Product promotion only. Partners promote the venture's products, not this program. That keeps partners from promoting a financial product without a licence, and keeps the program clear of the pyramid-scheme rules in the Australian Consumer Law.
• Advertising standards. All partner content must follow the Australian Consumer Law (no misleading or deceptive claims) and platform rules on disclosing paid partnerships.
• Identity checks. We may verify partners' identity and ABN before paying them.
• No guaranteed returns. Venture revenue may be zero. Past or projected revenue does not predict what you'll be paid.