SoulFyah Membership License Agreement

This page sets out the official terms governing the use of Beats downloaded under the SoulFyah Membership. The rights granted depend on the Membership tier held at the time of use and release. This document is the current, authoritative version of the SoulFyah Membership License and applies to all members. By accessing or using Beats through the SoulFyah Membership, you agree to be bound by the terms published on this page.

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This page explains, in simple terms, how you can use beats downloaded through the SoulFyah Membership.

The official, legally binding license is written below this summary.
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Version: 2.0 
Effective date: January 01, 2026
Applies to: All SoulFyah Membership usage from this date forward

Thank you for licensing from SoulFyah Productions. We appreciate your business, and we hope our production helps you create a song you are proud of. This is a legal document granting you the right to use Beats downloaded under the SoulFyah Membership. Please retain a copy for your records.

This Non-Exclusive Membership License Agreement (the “Agreement”) is made effective as of___________________________ (the “Effective Date”) by and between Hendrik Remmers p/k/a SoulFyah Productions (the “Producer” or “Licensor”) and _______________________________________ (“Licensee”). This Agreement sets forth the terms and conditions governing Licensee’s use of Beats downloaded under the SoulFyah Membership, in consideration of Licensee’s payment of the applicable recurring membership fee (the “License Fee”), subject to the Membership tier held by Licensee at the time of use.

This Agreement is issued solely in connection with and for Licensee's use of Beats downloaded under the SoulFyah Membership pursuant and subject to all terms and conditions set forth herein.

1. License Fee: The Licensee shall pay a recurring membership fee (“License Fee”) in accordance with the selected SoulFyah Membership plan.

All rights granted under this Agreement are conditional upon the Licensee maintaining an active Membership at the applicable tier.

All rights granted under this Agreement are granted exclusively for human creative use. No rights are granted for the purpose of training, fine-tuning, evaluating, testing, processing, or operating any artificial intelligence, machine-learning, deep learning, neural network, data-mining, or similar automated system.

2. Delivery of Beats downloaded under the SoulFyah Membership:

a) Licensor agrees to deliver Beats downloaded under the SoulFyah Membership as a high quality MP3, WAV & Trackouts, as such terms are understood in the music industry.

b) Licensor shall use commercially reasonable efforts to deliver Beats downloaded under the SoulFyah Membership to Licensee immediately after payment of the License Fee is made. Licensee will receive Beats downloaded under the SoulFyah Membership via internet download within Licensees membership account on the SoulFyah membership website portal.

3. Term: This Agreement shall remain in effect during the period in which the Licensee maintains an active SoulFyah Membership.

For Commercial Membership tiers, a grace period of one (1) year shall apply following cancellation or expiration, solely for the release of previously created but unreleased works, as set forth in Section 4. The scope of permitted use during and after the Term is governed by the applicable Membership tier as defined in Section 4.

4. Use of Beats downloaded under the SoulFyah Membership: “Work” means any musical work created by Licensee incorporating Beats downloaded under the SoulFyah Membership.

a) Subject to an active SoulFyah Membership, the Producer grants the Licensee a limited, non-exclusive, non-transferable license to incorporate Beats downloaded under the Membership into musical works created by the Licensee (“Works”), in accordance with the Membership tier held at the time of use. This license is granted solely for human creative use. Licensee shall not use, permit the use of, or make available Beats downloaded under the SoulFyah Membership or Works in any way that involves artificial intelligence, machine-learning, data-mining, automated analysis, or similar automated systems.

b) This License grants Licensee a worldwide, non-exclusive license to use Beats downloaded under the SoulFyah Membership as incorporated in the Work in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted to Licensee in Beats downloaded under the SoulFyah Membership pursuant to this Agreement are on a

NON-EXCLUSIVE basis and Producer shall continue to license Beats downloaded under the SoulFyah Membership upon the same or similar terms and conditions as this Agreement to other potential third-party licensees.

All rights granted under this Section are governed by the Membership tier held by the Licensee at the time of use and release. Subsections (i) through (iv) below apply exclusively to Commercial Membership tiers and do not apply to the Grower Membership.

(i) The Work may be used for any promotional purposes, including but not limited to, a release in single format, for inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional digital streaming;

(ii) Licensee may perform the Work publicly, including live performances (e.g. concerts, festivals, nightclubs), radio broadcast, and internet streaming, subject to the commercial scope permitted by the applicable Membership tier.

(iii) Licensee may use the Work in synchronization with audiovisual works (a “Video”), subject to the synchronization rights permitted by the applicable Membership tier.

Where permitted, a Video may not exceed five (5) minutes in length, unless the Work itself is shorter, in which case the Video may not exceed the length of the Work. No synchronization rights are granted beyond those expressly permitted herein.

(iv) Licensee may make the Work available for sale or distribution in physical and/or digital formats, including as a single or as part of an EP or album, subject to the commercial limitations or permissions applicable to the Membership tier held at the time of release.

For clarity and avoidance of doubt, Licensee does not have the right to sell, distribute, or otherwise exploit Beats downloaded under the SoulFyah Membership in their original or substantially similar form.

c) Subject to the Licensee’s compliance with the terms and conditions of this Agreement, Licensee shall not be required to account or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the Work as set forth in this Agreement.

d) Released Works: Any Work incorporating a Beat that is first publicly released during an active Commercial Membership shall remain licensed for that specific release, notwithstanding subsequent cancellation or expiration of the Membership.

e) Unreleased Works: Works not publicly released at the time of Commercial Membership cancellation or expiration may be released within twelve (12) months thereafter. No new commercial releases or uses of Membership Beats are permitted after this period without a valid license.

f) Membership Tiers and Scope of Rights: Usage rights granted under this Agreement are determined exclusively by the SoulFyah Membership tier held by the Licensee at the time of use and release, as set forth below.

g) Grower Membership – Non-Commercial Use Only: The Grower Membership permits Licensee to use Beats downloaded under the SoulFyah Membership for non-commercial purposes only, including songwriting, practice, rehearsal, demo recordings, promotional releases, and non-monetized public distribution.The Grower Membership does not permit monetization, for-profit distribution, paid downloads, paid streaming, paid performances, synchronization for commercial purposes, or any other commercial exploitation.

h) Advanced Membership – Limited Commercial Use: The Advanced Membership permits Licensee to commercially exploit Works incorporating Beats downloaded under the SoulFyah Membership, subject to specific commercial limitations defined, published, and maintained by Licensor as part of the Advanced Membership offering and in effect at the time of first release. Such limitations may include, without limitation, caps on sales, streams, revenue, or audience reach. Exceeding such limitations requires an upgraded license.

i) Pro Membership – Unlimited Commercial Use: The Pro Membership permits Licensee to commercially exploit Works incorporating Beats downloaded under the SoulFyah Membership without limitations on sales volume, streaming counts, revenue, or audience reach, subject to all other terms and restrictions of this Agreement.

5. Restrictions on the Use of Beats downloaded under the SoulFyah Membership: Restrictions in this Section apply to all Membership tiers unless expressly stated otherwise. Licensee hereby agrees and acknowledges that it is expressly prohibited from taking any action(s) and from engaging in any use of Beats downloaded under the SoulFyah Membership or Work in the manners, or for the purposes, set forth below:

a) The rights granted to Licensee are NON-TRANSFERABLE and that Licensee may not transfer or assign any of its rights hereunder to any third-party;

b) Licensee shall not synchronize, or permit third parties to synchronize, Beats downloaded under the SoulFyah Membership or any Work with audiovisual works except as expressly permitted under Section 4(b)(iii). This restriction includes, but is not limited to, use of Beats downloaded under the SoulFyah Membership and/or Work in television, commercials, film/movies, theatrical works, video games, and in any other form on the Internet.

c) Licensee shall not have the right to license or sublicense any use of Beats downloaded under the SoulFyah Membership or of the Work, in whole or in part, for any so-called “samples”.

d) Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer to peer sharing, or other file sharing services, posting on websites, or distribution of Beats downloaded under the SoulFyah Membership in the form, or a substantially similar form, as delivered to Licensee. Licensee may share Beats downloaded under the SoulFyah Membership solely with collaborators directly involved in the creation of a licensed Work, provided such collaborators acquire no independent rights in the Beats.

e) Licensee is expressly prohibited from registering Beats downloaded under the SoulFyah Membership and/or any musical works incorporating such Beats with any content identification, fingerprinting, or automated rights enforcement system, whether as standalone audio or as part of a completed work.
This prohibition includes, without limitation, registration with platforms, distributors, aggregators, or services that claim, assert, or enforce ownership or exclusivity over the Beat or any portion thereof, or that may generate claims against other non-exclusive licensees.

f) As applicable to both the underlying composition in Beats downloaded under the SoulFyah Membership and to the master recording of Beats downloaded under the SoulFyah Membership: (i) The parties acknowledge and agree that the Work is a “derivative work”, as that term is used under applicable copyright law ; (ii) As applicable to Beats downloaded under the SoulFyah Membership and/or the Work, there is no intention by the parties to create a joint work; and (iii) There is no intention by the Licensor to grant any rights in and/or to any other derivative works that may have been created by other third-party licensees.

g) Licensee shall not use, allow, or make available Beats downloaded under the SoulFyah Membership or any Work, in whole or in part, for the purpose of training, fine-tuning, evaluating, testing, validating, operating, or supplying data to any artificial intelligence, machine-learning, deep learning, neural network, data-mining, or similar automated system. 

6. Ownership:
a) The Producer is and shall remain the sole owner and holder of all right, title, and interest in Beats downloaded under the SoulFyah Membership, including all copyrights to and in the sound recording and the underlying musical compositions written and composed by Producer. Nothing contained herein shall constitute an assignment by Producer to Licensee of any of the foregoing rights. Licensee may not register the Beats themselves or claim ownership therein. Registration of a licensed Work is permitted provided Producer’s ownership interests are properly reflected. Licensee will, upon request, execute, acknowledge and deliver to Producer such additional documents as Producer may deem necessary to evidence and effectuate Producer’s rights hereunder, and Licensee hereby grants to Producer the right as attorney-in-fact to execute, acknowledge, deliver and record in the U.S. Copyright Office or elsewhere any and all such documents if Licensee shall fail to execute same within five (5) days after so requested by Producer.

b) For the avoidance of doubt, you do not own the master or the sound recording rights in the Work. You have been licensed the right to use Beats downloaded under the SoulFyah Membership in the Work and to commercially exploit the Work based on the terms and conditions of this Agreement.
(i) Notwithstanding the above, you do own the lyrics or other original musical components of the Work that were written or composed solely by you.

c) The Artist is not required to pay the Producer a royalty or any income from the Track. However, despite this, with respect to the publishing rights and ownership of the underlying composition embodied in the Work, the Licensee and the Producer hereby acknowledge and agree that the underlying composition shall be owned/split between them as follows:
(i) You shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
(ii) Producer shall own and control Fifty Percent (50%) of the so-called “Writer’s Share” of the underlying composition.
(iii) Producer shall own, control, and administer One Hundred Percent (100%) of the so-called “Publisher’s Share” of the underlying composition.
- In the event that Licensee wishes register his/her interests and rights to the underlying composition of the Work with their Performing Rights Organization (“PRO”), Licensee must simultaneously identify and register the Producer’s share and ownership interest in the composition to indicate that Producer wrote and owns 50% of the composition in the Work and as the owner of 100% of the Publisher’s share of the Work.
- BMI Information: Account listed as "HENDRIXON" with BMI (IPI Number 00373565831)

d) Licensee shall be deemed to have signed, affirmed and ratified its acceptance of the terms of this Agreement by virtue of its payment of the License Fee to Licensor and its electronic acceptance of its terms and conditions at the time Licensee made payment of the License Fee.

7. Mechanical License: If any selection or musical composition, or any portion thereof, recorded in the Work hereunder is written or composed by Producer, in whole or in part, alone or in collaboration with others, or is owned or controlled, in whole or in part, directly or indirectly, by Producer or any person, firm, or corporation in which Producer has a direct or indirect interest, then such selection and/or musical composition shall be hereinafter referred to as a “Controlled Composition”. Producer hereby agrees to issue or cause to be issued, as applicable, to Licensee, mechanical licenses in respect of each Controlled Composition, which are embodied on the Work. For that license, on United States and Canada sales, Licensee will pay mechanical royalties at one hundred percent (100%) of the minimum statutory rate, subject to no cap of that rate for albums and/or EPs. For license outside the United States and Canada, the mechanical royalty rate will be the rate prevailing on an industry-wide basis in the country concerned on the date that this agreement has been entered into.

 
8. Credit: Licensee shall have the right to use and permit others to use Producer’s approved name, approved likeness, and other approved identification and approved biographical material concerning the Producer solely for purposes of trade and otherwise without restriction solely in connection with the Work recorded hereunder. Licensee shall use best efforts to have Producer credited as a “producer” and shall give Producer appropriate production and songwriting credit on all compact discs, record, music video, and digital labels or any other record configuration manufactured which is now known or created in the future that embodies the Work created hereunder and on all cover liner notes, any records containing the Work and on the front and/or back cover of any album listing the Work and other musician credits. Licensee shall use its best efforts to ensure that Producer is properly credited and Licensee shall check all proofs for accuracy of credits, and shall use its best efforts to cure any mistakes regarding Producer's credit. In the event of any failure by Licensee to issue credit to Producer, Licensee must use reasonable efforts to correct any such failure immediately and on a prospective basis. Such credit shall be in substantial form: “Produced by SoulFyah Productions”.

 
9. Licensor’s Option: Licensor may terminate this Agreement solely in the event of a material breach by Licensee that remains uncured after notice and cure period as provided herein.

 
10. Breach by Licensee:
a) Licensee shall have five (5) business days from its receipt of written notice by Producer and/or Producer’s authorized representative to cure any alleged breach of this Agreement by Licensee. Licensee’s failure to cure the alleged breach within five (5) business days shall result in Licensee’s default of its obligations, its breach of this Agreement, and termination of Licensee’s rights hereunder in accordance with Section 9.

b) If Licensee engages in the commercial exploitation and/or sale of Beats downloaded under the SoulFyah Membership or Work outside of the manner and amount expressly provided for in this Agreement, or engages in any prohibited artificial intelligence or machine-learning use, Licensee shall be liable to Producer for monetary damages in an amount equal to any and all monies paid, collected by, or received by Licensee, or any third party on its behalf, in connection with such unauthorized commercial exploitation or prohibited use.

c) Licensee recognizes and agrees that a breach or threatened breach of this Agreement by Licensee give rise to irreparable injury to Producer, which may not be adequately compensated by damages. Accordingly, in the event of a breach or threatened breach by the Licensee of the provisions of this Agreement, Producer may seek and shall be entitled to a temporary restraining order and preliminary injunction restraining the Licensee from violating the provisions of this Agreement. Nothing herein shall prohibit Producer from pursuing any other available legal or equitable remedy from such breach or threatened breach, including but not limited to the recovery of damages from the Licensee. Nothing herein shall limit either party’s right to seek remedies available under applicable law.

11. Warranties, Representations and Indemnification:
a) Licensee hereby agrees that Licensor has not made any guarantees or promises that Beats downloaded under the SoulFyah Membership fits the particular creative use or musical purpose intended or desired by the Licensee. Beats downloaded under the SoulFyah Membership, its sound recording, and the underlying musical composition embodied therein, are licensed to the Licensee “as is” without warranties of any kind or fitness for a particular purpose.

b) Producer warrants and represents that he has the full right and ability to enter into this agreement, and is not under any disability, restriction, or prohibition with respect to the grant of rights hereunder. Producer warrants that the manufacture, sale, distribution, or other exploitation of the Work hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Licensee warrants that the manufacture, sale, distribution, or other exploitation of the Work hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. The foregoing notwithstanding, Producer undertakes no responsibility whatsoever as to any elements added to the Work by Licensee, and Licensee indemnifies and holds Producer harmless for any such elements. Producer warrants that he did not “sample” (as that term is commonly understood in the recording industry) any copyrighted material or sound recordings belonging to any other person, firm, or corporation (hereinafter referred to as “Owner”) without first having notified Licensee. Licensee shall have no obligation to approve the use of any sample thereof; however, if approved, any payment in connection therewith, including any associated legal clearance costs, shall be borne by Licensee. Knowledge by Licensee that “samples” were used by Producer which were not affirmatively disclosed by Producer to Licensee shall shift, in whole or in part, the liability for infringement or violation of the rights of any third party arising from the use of any such “sample” from Producer to Licensee.

 
c) Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages or expenses as are actually incurred by the non-defaulting party and shall hold the non-defaulting party, free, safe, and harmless against and from any and all claims, suits, demands, costs, liabilities, loss, damages, judgments, recoveries, costs, and expenses; (including, without limitation, reasonable attorneys' fees), which may be made or brought, paid, or incurred by reason of any breach or claim of breach of the warranties and representations hereunder by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment; provided that prior to final judgment, arising out of any breach of any representations or warranties of the defaulting party contained in this agreement or any failure by defaulting party to perform any obligations on its part to be performed hereunder the non-defaulting party has given the defaulting party prompt written notice of all claims and the right to participate in the defense with counsel of its choice at its sole expense. In no event shall Licensee be entitled to seek injunctive or other equitable relief against Producer for any alleged breach of this Agreement.

12. Miscellaneous: This Agreement constitutes the entire understanding of the parties and is intended as a final expression of their agreement and cannot be altered, modified, amended or waived, in whole or in part, except by written instrument (email being sufficient) signed by both parties hereto. This agreement supersedes all prior agreements between the parties, whether oral or written. Should any provision of this agreement be held to be void, invalid or inoperative, such decision shall not affect any other provision hereof, and the remainder of this agreement shall be effective as though such void, invalid or inoperative provision had not been contained herein. No failure by Licensor hereto to perform any of its obligations hereunder shall be deemed a material breach of this agreement until the Licensee gives Licensor written notice of its failure to perform, and such failure has not been corrected within thirty (30) days from and after the service of such notice, or, if such breach is not reasonably capable of being cured within such thirty (30) day period, Licensor does not commence to cure such breach within said time period, and proceed with reasonable diligence to complete the curing of such breach thereafter. This agreement shall be governed by and interpreted in accordance with the laws of the Niedersachsen, GERMANY applicable to agreements entered into and wholly performed in said State, without regard to any conflict of laws principles. You hereby agree that the exclusive jurisdiction and venue for any action, suit or proceeding based upon any matter, claim or controversy arising hereunder or relating hereto shall be in the state or federal courts located in the Niedersachsen, GERMANY. You shall not be entitled to any monies in connection with the Master(s) other than as specifically set forth herein. All notices pursuant to this agreement shall be in writing and shall be given by registered or certified mail, return receipt requested (prepaid) at the respective addresses hereinabove set forth or such other address or addresses as may designated by either party. Such notices shall be deemed given when received. Any notice mailed will be deemed to have been received five (5) business days after it is mailed; any notice dispatched by expedited delivery service will be deemed to be received two (2) business days after it is dispatched. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND HAVE BEEN ADVISED BY US OF THE SIGNIFICANT IMPORTANCE OF RETAINING AN INDEPENDENT ATTORNEY OF YOUR CHOICE TO REVIEW THIS AGREEMENT ON YOUR BEHALF. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE HAD THE UNRESTRICTED OPPORTUNITY TO BE REPRESENTED BY AN INDEPENDENT ATTORNEY. IN THE EVENT OF YOUR FAILURE TO OBTAIN AN INDEPENDENT ATTORNEY OR WAIVER THEREOF, YOU HEREBY WARRANT AND REPRESENT THAT YOU WILL NOT ATTEMPT TO USE SUCH FAILURE AND/OR WAIVER as a basis to avoid any obligations under this agreement, or to invalidate this agreement or to render this agreement or any part thereof unenforceable. This agreement may be executed in counterparts, each of which shall be deemed an original, and said counterparts shall constitute one and the same instrument. In addition, a signed copy of this agreement transmitted by facsimile or scanned into an image file and transmitted via email shall, for all purposes, be treated as if it were delivered containing an original manual signature of the party whose signature appears thereon and shall be binding upon such party as though an originally signed document had been delivered. Notwithstanding the foregoing, in the event that you do not sign this Agreement, your acknowledgement that you have reviewed the terms and conditions of this Agreement and your payment of the License Fee shall serve as your signature and acceptance of the terms and conditions of this Agreement.

13. Artificial Intelligence and Machine Learning Prohibition: The Parties agree that the Beats downloaded under the SoulFyah Membership and any Works incorporating them are licensed for human creative use only. Licensee shall not use, permit the use of, or make available Beats downloaded under the SoulFyah Membership or any Work in any format, medium, system, or dataset that is intended for, or that reasonably could be used for, training, fine-tuning, evaluating, testing, validating, operating, or providing data to any artificial intelligence, machine-learning, deep learning, neural network, data-mining, automated analysis, or similar automated system. This prohibition applies regardless of the Membership tier held by the Licensee at the time of use or release. No permission for such use is granted under this Agreement unless explicitly agreed to in writing by the Licensor. Any such use constitutes a material breach of this Agreement. 

If the foregoing confirms the understanding of Licensor and Licensee, the parties indicate acceptance as follows:

Licensor:
Hendrik Remmers, p/k/a SoulFyah Productions
Signature: _______________________________
Date: ___________________

 
Licensee:
Name: _______________________________
Signature: _______________________________
Date: ___________________

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