Partner Terms of Service

Last updated: August 7, 2026

1. Scope, Parties and Acceptance

These Partner Terms of Service (the "Agreement") govern participation in the Relay Athletic Partner Program (the "Program") and form a binding agreement between Helia AI GmbH, Rossertstr. 34, 65817 Eppstein, Germany, registered at AG Charlottenburg under HRB 282558 B and trading as "Relay Athletic" ("Relay Athletic", "we", "us"), and the person or entity accepted into the Program (the "Partner", "you").

The Agreement takes effect on the date Relay Athletic accepts the Partner's application to the Program (the "Effective Date"). By joining the Program, activating a partner account, or promoting Relay Athletic using a referral link or discount code issued by Relay Athletic, the Partner accepts this Agreement. Where Relay Athletic and the Partner have signed a separate written partner agreement, that signed agreement prevails over these terms to the extent of any conflict.

Relay Athletic administers the Program, including referral tracking, the partner dashboard, and payouts, through a third-party affiliate platform. Use of that platform is subject to its own terms and privacy notice.

2. Definitions

In this Agreement, the following terms have the meanings set out below:

"Listed Price"means the publicly advertised subscription price at the time a Referred Customer first subscribes. If Relay Athletic changes its pricing after a customer signs up, the commission calculation continues to use the Listed Price at the time of that customer's initial subscription for the remainder of the 12-month Commission Period.

"New Customer" means a natural person or legal entity that (a) has never previously held a paid Relay Athletic subscription, and (b) is not the Partner themselves or an entity in which the Partner holds a controlling interest.

"Referred Customer"means a New Customer who subscribes to a paid Relay Athletic plan using the Partner's unique referral link or discount code.

"Subscription Revenue" means recurring fees paid by a Referred Customer for their Relay Athletic subscription plan. It expressly excludes marketplace transaction fees, one-time setup fees, and any fees charged to athletes or third parties by the referred coach or organisation.

"Commission Period"means the 12 consecutive months beginning on the date a Referred Customer's first paid subscription invoice is issued.

3. Partner Benefits

3.1 Revenue Share

The Partner earns a commission of 37.5% of Subscription Revenue for each payment made by a Referred Customer during the Commission Period. On the Referred Customer's first payment, a 20% discount is applied to the Listed Price, so the Partner's effective commission on that payment equals 30% of the Listed Price.

Commission is earned only during the Commission Period. Once the Commission Period ends for a given Referred Customer, no further commissions are owed on that customer's payments.

Plan changes during the Commission Period:

If a Referred Customer upgrades their plan, commissions from the upgrade date onward are calculated at the applicable percentage of the new plan's Listed Price.
If a Referred Customer downgrades their plan, commissions from the downgrade date onward are calculated at the applicable percentage of the new plan's Listed Price.
If a Referred Customer switches from a monthly to an annual plan during the Commission Period, the Partner's commission applies only to the pro-rata share of the annual payment that falls within the remaining Commission Period.

Refunds and chargebacks: If a payment by a Referred Customer is refunded or reversed for any reason, the corresponding commission either will not be paid or will be deducted from the Partner's next payout. Relay Athletic will notify the Partner in writing of any such deduction.

3.2 How the first-payment commission works

The Partner's commission rate is always 37.5%. On the first payment, the Referred Customer receives a 20% discount, so the commission is calculated on 80% of the Listed Price:

Listed Price × 80% (after discount) × 37.5% (commission rate) = 30% of the Listed Price

From the second payment onward, the customer pays the full Listed Price, so the commission equals the full 37.5%:

Listed Price × 100% × 37.5% = 37.5% of the Listed Price

3.3 Enterprise and Organizational Sales

For sales to legal entities, facilities, or organizations (e.g., gyms, sports clubs) that require bulk licensing, custom pricing, or onboarding, the commission structure is based on the Partner's level of involvement in the sales cycle:

Full-Cycle Sales (Standard Commission):If the Partner independently manages the primary sales process, including pitching, demonstrating the product, and securing the client's commitment to purchase, the Partner will earn their standard 37.5% commission rate (as per Section 3.1) for the 12-month Commission Period. Relay Athletic may provide minimal administrative or technical assistance to facilitate the final close (e.g., generating custom invoices, answering specific technical queries, final contract execution, or account setup) without altering the Partner's commission, provided the Partner drove the active sales cycle.
Introductions and Handoffs (Finder's Fee):If the Partner facilitates an introduction but relies on the Relay Athletic sales team to conduct product demonstrations, negotiate custom pricing, or manage the closing process, the standard discount codes do not apply. Instead, if the organization signs a paid contract within 180 days of the introduction, the Partner will earn a flat "Finder's Fee" of 15% of the first year's Subscription Revenue.

3.4 Commission Examples

Monthly subscription (€100/month Listed Price)

First month: Customer pays €80 (20% discount). Partner earns 37.5% of €80 = €30. Relay Athletic retains €50.
Months 2 to 12: Customer pays €100. Partner earns 37.5% of €100 = €37.50. Relay Athletic retains €62.50.
Total Partner earnings over 12 months: €30 + (11 × €37.50) = €442.50.

Annual subscription (€1,000/year Listed Price)

First year: Customer pays €800 (20% discount). Partner earns 37.5% of €800 = €300. Relay Athletic retains €500. If the customer renews, the Commission Period has ended and no further commissions are owed.

Marketplace earnings (excluded from commission)

A Referred Customer sells training programs through the Relay Athletic marketplace. The revenue from those sales belongs to the customer. Relay Athletic charges the customer a marketplace transaction fee. Neither the marketplace revenue nor the transaction fee counts toward the Partner's commission. Commission applies only to the customer's Relay Athletic subscription plan.

3.5 Referral Tracking and Attribution

Relay Athletic will provide the Partner with a unique referral link and discount code. A referral is attributed to the Partner when a New Customer uses that link or code at the time of their first paid subscription.

If the same customer is referred by more than one partner (e.g., uses two different codes at different times), attribution goes to the referral link or discount code actually used at checkout. Only one partner may earn commission on any single customer.

The Partner will have access to a dashboard showing signups, conversions, commission earned, and payout status.

If a New Customer that the Partner introduced fails to use the referral link or discount code at checkout, the Partner may submit a written attribution request to Relay Athletic within 30 days of that customer's signup. Relay Athletic will review such requests in good faith but is not obligated to grant commission where the link or code was not used.

3.6 Sponsored Events

If Relay Athletic directly pays for or sponsors a conference, workshop, or event (including booth fees, sponsorship packages, or event-specific marketing costs), customers acquired through that event are not eligible for Partner commission, even if the Partner participates in the event.

Commission applies to customers the Partner refers independently through their own efforts and referral link or discount code. If the Partner independently organises or attends an event at their own expense and refers customers there, the standard commission terms in Section 3.1 apply.

4. Partner Obligations

4.1 Promotion

The Partner agrees to actively promote Relay Athletic through relevant channels, which may include direct conversations with coaches, athletes, and organisations; social media; presentations at conferences or workshops; and email or messaging to professional networks.

4.2 Feedback

From time to time, Relay Athletic and the Partner may choose to hold informal check-in calls to share user experience, feature requests, bug reports, and to plan content and co-marketing activity. The Partner is welcome to give input into the product roadmap in any such session. These calls are entirely optional: the Partner is under no obligation to schedule, attend, or respond to them, and declining to participate will not affect the Partner's commissions, standing, or any other term of this Agreement.

4.3 Brand Representation

The Partner will represent Relay Athletic honestly and accurately and will not make false or misleading claims about features, pricing, or capabilities. Relay Athletic will provide the Partner with up-to-date marketing materials (one-pager, demo videos, brand assets) to support these efforts. The Partner agrees to use only approved materials and to promptly update or remove any materials that Relay Athletic notifies them are outdated or inaccurate.

4.4 Competing Products

During the term of this Agreement, the Partner shall not directly or indirectly promote, endorse, market, sell, or actively support any product or service that competes with Relay Athletic, except as set out below. "Competing product" means any software platform offering programming tools for athletes, coaches, or sports organisations.

The Partner shall promptly disclose any other existing or new relationships with competing products in writing. Breach of this clause is a material breach under Section 11(a).

4.5 Compliance with Law

The Partner will comply with all applicable laws and regulations in conducting promotion activities, including consumer protection laws, anti-spam laws, and applicable advertising disclosure requirements. The Partner agrees to use platform-native paid partnership labels and/or clear disclosures (e.g., "#ad", "paid partnership with Relay Athletic") on all content created in connection with this Agreement.

5. Payouts

Payouts are processed monthly, within 15 business days after the end of each calendar month, for commissions earned during that month.

Minimum payout threshold: €50. Balances below this amount roll over to the following month. Upon termination of this Agreement, any accumulated balance above €0 will be paid out in the final settlement, regardless of the €50 threshold.

Relay Athletic will provide a monthly payout summary detailing each Referred Customer (by anonymised identifier if required by data protection law), the subscription amount, the commission rate applied, and the commission earned.

The Partner may dispute a payout summary within 30 days of receipt by written notice to Relay Athletic. Relay Athletic will respond in writing within 15 business days of receiving a dispute. Undisputed amounts will be paid on the normal schedule even while a dispute is pending.

Relay Athletic calculates commissions based on the gross Subscription Revenue and will not deduct initial Stripe payment processing fees from the Partner's earned commissions. When processing monthly payouts, Relay Athletic covers the standard platform costs to initiate the transfer. However, any receiving fees, currency conversion fees, or withdrawal fees levied directly by the Partner's chosen bank or payment provider (e.g., standard PayPal or Stripe Connect receiving fees) remain the Partner's responsibility.

Taxes: The Partner is solely responsible for all taxes, duties, and levies arising from commissions received under this Agreement, including income tax and VAT where applicable. If Relay Athletic is required by law to withhold any tax on payments to the Partner, it will do so and provide the Partner with appropriate documentation. The parties will cooperate in good faith to minimise unnecessary withholding. Commissions under this Agreement are settled by self-billing (Gutschrift), as set out below.

Self-billing (Gutschrift):The parties agree that commissions payable to the Partner are settled by way of self-billing within the meaning of section 14(2) sentence 2 of the German VAT Act (Umsatzsteuergesetz, UStG). For each settlement period, Relay Athletic will issue a settlement document designated as "Gutschrift" containing all particulars required under section 14(4) UStG; the monthly payout summary described above may serve as that Gutschrift provided it contains those particulars. The Partner will not separately invoice Relay Athletic for amounts settled by Gutschrift.

The Partner will notify Relay Athletic in writing of their VAT status (in particular whether they apply the small-business scheme under section 19 UStG or are subject to standard taxation) and of their VAT identification number or tax number, and will inform Relay Athletic without undue delay of any change. Based on that information, Relay Athletic will show value added tax on the Gutschrift where applicable; the Partner remains responsible for correctly declaring and remitting any VAT due.

The Partner may object to a Gutschrift. A valid objection causes that Gutschrift to lose its effect as an invoice for VAT purposes, and the parties will cooperate in good faith to correct and reissue it.

6. Data Protection

Both parties agree to comply with Regulation (EU) 2016/679 (GDPR) and all other applicable data protection laws.

Relay Athletic will process the Partner's personal data (name, email address, payment details, dashboard activity) as a data controller for the purpose of administering this Agreement. Relay Athletic's privacy policy, available at https://www.relayathletic.com/privacy, describes this processing in detail.

The Partner may have access to limited data about Referred Customers through the dashboard (e.g., anonymised conversion data, payout amounts). The Partner agrees not to process this data for any purpose other than verifying commission accuracy, and not to share it with third parties.

If the Partner independently collects personal data about prospective customers in the course of promoting Relay Athletic, the Partner is the data controller for that data and is solely responsible for ensuring lawful processing.

7. Confidentiality

Each party (the "Receiving Party") agrees to keep confidential any non-public information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including pricing, product roadmaps, customer data, commission structures, and business strategy ("Confidential Information").

The Receiving Party will not disclose Confidential Information to any third party without prior written consent of the Disclosing Party, and will use it only for the purposes of this Agreement. This obligation does not apply to information that (a) is or becomes publicly known through no breach of this Agreement, (b) the Receiving Party already knew before disclosure, (c) is independently developed without use of Confidential Information, or (d) must be disclosed by law, provided the Receiving Party gives the Disclosing Party prompt written notice and cooperates in seeking a protective order.

This confidentiality obligation survives termination of this Agreement for a period of two years.

8. Intellectual Property

Each party retains ownership of its pre-existing intellectual property. Nothing in this Agreement transfers ownership of either party's brand, trademarks, platform, or content to the other party.

Relay Athletic grants the Partner a limited, non-exclusive, non-transferable, revocable licence to use Relay Athletic's approved brand assets solely for the purpose of promoting Relay Athletic under this Agreement. This licence terminates automatically upon termination of this Agreement.

Any promotional content created by the Partner that incorporates Relay Athletic's brand assets or Confidential Information may not be used after termination without Relay Athletic's prior written consent.

9. Representations and Warranties

Each party represents and warrants that: (a) it has full authority to enter into and perform this Agreement; (b) doing so does not violate any other agreement to which it is a party; and (c) it will perform its obligations in compliance with applicable law.

10. Limitation of Liability

Neither party will be liable to the other for indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement, even if advised of the possibility of such damages. Each party's total liability under this Agreement will not exceed the total commissions paid or payable in the three months preceding the event giving rise to the claim.

Nothing in this section limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

11. Term and Termination

This Agreement is effective from the Effective Date and continues for an initial term of 12 months, after which it renews automatically on a month-to-month basis.

Either party may terminate this Agreement at any time with 30 days' reasonable written notice by email to the other party's address on record.

Relay Athletic may terminate this Agreement immediately, without notice, if the Partner: (a) materially breaches this Agreement and fails to cure the breach within 10 days of written notice; (b) makes false or misleading claims about Relay Athletic to customers or the public and fails to correct or retract such claims within 5 days of written notice from Relay Athletic; (c) violates applicable law in connection with their promotion activities.

If the Partner generates no new Referred Customers for a period of six (6) consecutive months, Relay Athletic may send written notice requesting that the Partner resume active promotion within 30 days. If the Partner fails to resume active promotion or respond in writing within that 30-day period, Relay Athletic may terminate this Agreement by providing a further 30 days' written notice. Outstanding commissions for Referred Customers acquired during the active term will continue to be paid out in accordance with the post-termination obligations set out below in this Section 11.

Upon termination:

The Partner's referral link, discount code, and dashboard access will be deactivated.
Outstanding commissions earned for Referred Customers who subscribed during the active term of this Agreement will continue to be paid out through the end of those customers' respective Commission Periods, provided the Partner has not been terminated under sub-paragraphs (a), (b), or (c) of this Section 11.
Each party will promptly return or destroy the other party's Confidential Information upon request.
The licence to use Relay Athletic brand assets terminates immediately.

Sections 7 (Confidentiality), 8 (Intellectual Property), 10 (Limitation of Liability), 11 (Term and Termination, post-termination obligations), and 13 (General) survive termination.

12. Performance Review and Revisit of Terms

The parties agree to review the commercial terms of this Agreement (including commission rate, marketplace fee treatment, co-marketing scope, and content obligations) after the first six (6) months and annually thereafter. The purpose of the review is to discuss in good faith whether the terms remain fair to both parties in light of demonstrated performance, including referred customer volume, content engagement, and overall contribution to growth. Any changes agreed in such a review will be documented in a written amendment under Section 13 (Amendments). If, following a review, Relay Athletic proposes amended commercial terms (including but not limited to commission rate, performance thresholds, or content obligations) and the parties cannot reach agreement within 30 days of Relay Athletic's written proposal, Relay Athletic may terminate this Agreement on 30 days' written notice without further cause. Outstanding commissions for Referred Customers acquired before termination shall be paid out in accordance with Section 11.

13. General

Amendments:Relay Athletic will provide at least 30 days' written notice of any proposed change to commission rates or payout terms, and will publish the updated terms on this page. Any such change applies only to Referred Customers whose first paid subscription invoice is issued after the change takes effect; Commission Periods already in progress at the time of the change will continue under the commission rate in effect when that Commission Period began. The Partner's continued participation after the notice period constitutes acceptance of the change for newly referred customers. If the Partner does not accept, they may terminate under Section 11.

Independent contractor: The Partner is an independent contractor. This Agreement does not create an employment, agency, partnership, or joint venture relationship. The Partner has no authority to bind Relay Athletic contractually.

Assignment:Neither party may assign this Agreement or any rights under it without the other party's prior written consent, except that Relay Athletic may assign this Agreement to a successor entity in connection with a merger, acquisition, or sale of substantially all of its assets, provided the successor assumes all obligations under this Agreement.

Entire agreement: This Agreement, together with any schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior discussions, representations, and agreements.

Severability: If any provision of this Agreement is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Non-disparagement: During the term of this Agreement and for 12 months following termination, neither party will make public statements that are intended to damage the reputation, goodwill, or business interests of the other party. This does not restrict either party from making truthful statements required by law or in legal proceedings.

Waiver: Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that provision.

Governing law: This Agreement is governed by the laws of Germany, without regard to conflict of laws principles.

Disputes: The parties will attempt to resolve any dispute through good-faith negotiation. If a dispute is not resolved within 30 days of written notice, it will be submitted to the exclusive jurisdiction of the courts of Berlin, Germany.

Notices:Notices under this Agreement must be in writing and sent by email to the Partner's email address on record and to team@relayathletic.com (or as updated by written notice). Notices are deemed delivered on the next business day after sending, unless the sender receives a bounce or non-delivery notification.

14. Contact

For questions about these terms or the Partner Program, contact us at team@relayathletic.com.