Premium

Premium Beat License

Reusable Template | Khris Woo

Beat Title: ______________________________ | Licensee: ______________________________

Summary | Read This First

This box explains the license in plain English. If this summary and the operative terms in Section 2 ever differ, the operative terms control.

Premium | USD $50.00 | one new song. You may release one (1) new song using the Beat. A second, different song needs a new license. Delivered: the Beat as a WAV file (PCM float32, 32-bit), plus the trackout stems and the project bones of the Beat.

Worldwide, perpetual, unlimited. That one song may be exploited worldwide, with no expiry date and no cap on streams, downloads or sales.

Non-exclusive. The Beat stays available to other artists. Exclusivity is negotiated separately.

No extra royalty on the master. You owe no additional royalty on the master recording made under this license.

Stems and project bones are for your one song only. "Project bones" means the FL Studio project file (.flp) of the Beat (Clause 2.2). The stems and project bones may not be sold, given away, lent or sublicensed on their own, used for a different song, or used to create another beat or production. They are delivered only so you can mix and produce the authorised Song (Clause 2.7(i)).

Agreement Extension | USD $30.00 to reuse the stems. If you want to reuse the stems for a new creation | a different song or another beat or production | you must first obtain an Agreement Extension: a separate written agreement with Licensor for an additional USD $30.00, paid in full before that reuse. Each USD $30.00 Agreement Extension covers one (1) new additional song (one track) only, not unlimited reuse, applies only under this Premium license (this Beat, this Licensee), and each further new song using the stems requires another USD $30.00 Agreement Extension. Without a paid Agreement Extension, reusing the stems for new creations stays prohibited, and the stems may be used only for the authorised Song (Clauses 2.2, 2.7(i) and 2.12).

Credit is mandatory. Every release must read "Prod. by Khris Woo", and distributors must list "Khris Woo" in the producer name field. If missing, you have thirty (30) days from written notice to correct it before it counts as a breach.

Publishing 80/20. General publishing in the song: Licensee 80% / Khris Woo 20%.

ASCAP/BMI 50/50, performance only. Performance royalties through ASCAP or BMI are split 50/50 between Licensee and Khris Woo. That 50/50 does not change the 80/20 general publishing split.

Tell Licensor when you release. Within seven (7) days after releasing the Song, send Licensor the final title, release date, distributor, ISRC, Song link and artist name as published. Also tell Licensor within seven (7) days of any Content ID claim, takedown or dispute about the Song (Clause 2.15).

Register and account for publishing. Register the Song with your performing rights organization (ASCAP or BMI) within thirty (30) days after release, using the splits in Clause 2.10, and send Licensor proof. Account and pay Licensor's share within thirty (30) days after each calendar quarter, with a statement (Clause 2.10).

Upgrade = pay only the difference. If you upgrade this license, you are credited with what you already paid for the license and pay only the difference (Clause 2.12).

No sync under Premium | promotional video allowed. You may make audiovisual content to promote the Song, including an official music video, lyric videos, live sessions, behind-the-scenes content, social media clips and similar promotional content. There is no synchronization under this Premium license in any form: no TV, film, trailers, advertising, video games, commercial podcasts or other synchronization use. Synchronization exists only for Exclusive A (Perpetual) and Exclusive B (Ordinary), and only under a separate Synchronization Agreement of USD $50.00 plus synchronization royalties of 20% Licensor / 80% Licensee, obtained only by upgrading to Exclusive A (Perpetual) or Exclusive B (Ordinary) under Clause 2.12.

If you break the terms. Licensor first sends a friendly written notice to try to renegotiate terms that balance the violation, then a second written notice one (1) week later, then a third written notice one (1) week after that. If thirty (30) days pass after the last notice with no action or response from you, Licensor will send a formal notice of infringement of the terms of use and may start a takedown on the platforms (Clauses 2.22 and 2.23). For a chargeback, fraud or a reversed payment, takedown is immediate, without the three notices.

Texas law. This license is governed by the laws of the State of Texas, USA (Clause 2.24). This document controls over any store listing.

The Beat stays the Licensor's. You may not sell, give away or sublicense the Beat on its own. This license is personal to you, may not be sold or lent, and may be provided only to your distributor so it can release the Song. The Beat may not be used to train AI or clone voices. It takes effect once full payment has cleared (Clause 2.11).

Full assignment stays possible | FAR. Licensor may later assign all rights in the Beat under a separate FAR Agreement (Full Assignment of Rights Agreement), negotiated case by case: the assignee steps into Licensor's place as owner | ownership, publishing and enforcement, including over songs already released and their royalties | Licensor steps away from the Beat completely, and this license stays in force on its own terms with the assignee as the new Licensor. The assignee may also contact licensees already granted a license of the Beat to renegotiate terms, without terminating or discrediting their licenses, which remain in force on their own terms. Notice of a total assignment under a FAR Agreement reaches all licensees of the Beat, including the Licensee of this Premium license, who receives notice of the assignment and renegotiates with the new owner, without the license being discredited: it remains in force on its own terms unless and until different terms are agreed. The FAR transition rule applies to Exclusive A (Perpetual) licenses: if no agreement is reached after renegotiation, the Exclusive A (Perpetual) licensee keeps Exclusive A (Perpetual) for two (2) years and then transitions to Exclusive B (Ordinary) for one (1) additional year (three (3) years in total after the assignment), after which the licensee may continue renewing as Exclusive B (Ordinary) at USD $100.00 per year if the licensee wishes. That transition rule is a system rule for existing Exclusive A (Perpetual) licenses and does not change the terms of this Premium license (Clause 2.24(g)).

License Code and Verification

1. License Details

1.1 Licensor

Legal nameCristhopher Alexander Padilla Escobar

Artist nameKhris Woo

LabelLa Línea

LocationFort Worth, Texas, USA

Emailkhriswoo@hotmail.com

1.2 Licensee

Legal name______________________________

Artist name______________________________

Location______________________________

Email______________________________

1.3 Beat

Title______________________________

Collection______________________________

Type______________________________

Genre______________________________

Tempo______________________________

Key______________________________

Meter______________________________

Duration______________________________

1. License Details (continued)

1.4 Order and price

Order______________________________

StoreLa Línea Shopify store

Date______________________________

SKU______________________________

License feeUSD $50.00

Order totalUSD $50.00, plus any shipping, taxes or platform fees shown on the order, which are not part of the license fee

1.5 Delivered files

FormatWAV PCM float32

Bit depth32-bit

StemsIncluded | trackout stems of the Beat

Project bonesIncluded | the FL Studio project file (.flp) of the Beat, as defined in Clause 2.2

1.6 License type

TypePremium | Non-exclusive

Price tierUSD $50.00

IncludesEverything in the Non-Exclusive license, plus trackout stems and project bones

1.7 Term and territory

TerritoryWorldwide

TermPerpetual

ScopeOne (1) new song

Streams / sales capNo cap on streams, downloads or sales, as set out in Section 2

2. Operative Terms

The Licensor and Licensee identified in Section 1 agree as follows. "Beat" means the instrumental identified in Section 1.3; "Song" means the single new song created by recording original vocals over the Beat; "Master" means the finished recording of that Song.

2.1 Grant of license

Licensor grants Licensee a non-exclusive, worldwide, perpetual license to use the Beat to create and commercially release one (1) new Song, and to distribute and publicly perform the Master of that Song, subject to this license. This license covers that one Song only.

2.2 Delivered files | WAV, stems and project bones

The Beat is delivered as a WAV file in PCM float32, 32-bit format, together with the trackout stems of the Beat and the project bones of the Beat. The stems and the project bones are delivered solely so that Licensee can mix and produce the authorised Song, and are subject to Clause 2.7(i). If Licensee wishes to reuse the stems for a new creation | a different song or another beat or production | Licensee must first obtain an Agreement Extension under Clause 2.12: an additional fee of USD $30.00, agreed in writing with Licensor and paid in full before that reuse. Without a paid Agreement Extension, any reuse of the stems for new creations is prohibited.

Definition of "project bones". "Project bones" means the FL Studio project file (.flp) of the Beat, with its patterns, mix and settings, delivered so that Licensee may open it and study it or adjust it only for the authorised Song. Licensee has no right to resell the project file, to share it, or to use it for any other song, beat or production. The Agreement Extension in Clause 2.12 applies to the stems only; it does not authorise any reuse of the project bones for a new creation.

2.3 No stream or sales cap

There is no numerical cap on streams, downloads, or sales of the Master under this license, as published in Licensor's store at the time of purchase.

2.4 No additional royalty on the Master

Licensee owes Licensor no additional royalty on the Master produced under this license. This clause concerns the Master only; songwriter and publishing shares are addressed separately in Clause 2.10.

2.5 Non-exclusive nature

Licensor may continue to offer and license the Beat to other artists on non-exclusive terms, and may use the Beat himself. An exclusive license is not included and must be negotiated separately and directly with Licensor, subject to Clause 2.12.

2.6 Ownership retained

Licensor retains all ownership and rights in the Beat, including the underlying instrumental composition and the Beat's master recording, except for the limited rights expressly granted here. Nothing in this license transfers ownership of the Beat to Licensee.

2. Operative Terms (continued)

2.7 Restrictions

Licensee may not: (a) sell, give away, sublicense or otherwise transfer the Beat on its own, without Licensee's vocals, in whole or in part; (b) claim authorship or ownership of the Beat as a standalone instrumental, or register the Beat itself as Licensee's own work; (c) use the Beat for a second, different song under this license; (d) sell, lend, transfer or assign this personal license to another person | the sole exception is providing it to Licensee's distributor solely so the distributor can release the Song; (e) use the Beat, or any part of it, to create a sample pack, loop pack or competing beat, to train a machine-learning or AI model, or to clone any voice; or (f) edit the Beat into a new instrumental and present it as an original production; (g) mint, sell or offer the Beat or the Song as or in a non-fungible token (NFT), or include the Beat in any dataset for training artificial intelligence or machine-learning models; or (h) create or use a deepfake or synthetic replica of the voice or image of Khris Woo; or (i) sell, give away, lend, share or sublicense the trackout stems or the project bones, in whole or in part, on their own or separately from the Song, use them for any song other than the authorised Song, or use them to create another beat or production | the stems and the project bones may be used only to mix and produce the authorised Song, except that Licensee may reuse the stems (not the project bones) for a new creation only if Licensee has first obtained an Agreement Extension under Clause 2.12, agreed in writing with Licensor and paid in full (USD $30.00) before that reuse; without that Agreement Extension, reuse of the stems for a different song or another beat or production remains prohibited.

2.8 Content ID claims

An automatic Content ID claim may appear after Licensee publishes the Song. After Licensor verifies the purchase and the use made of the Beat, Licensor will request that the distributor release the claim. The timing and outcome of that release depend on the distributor and the platform, and are not guaranteed by Licensor.

Licensee shall not file or maintain a false, bad-faith or overbroad Content ID claim, shall not claim the Beat itself, and shall cooperate promptly with Licensor and the distributor to release or correct any claim that conflicts with this license, including by providing the Song link, ISRC and this license code when asked. Licensee shall promptly withdraw any claim Licensee controls that blocks a use authorised by this license.

2.9 Credit

Licensee shall credit Licensor on every release of the Song. On all platforms where the Song is released, the credit shall read: "Prod. by Khris Woo". In distributor metadata, Licensee shall enter "Khris Woo" in the producer name field. Licensee shall not remove, alter, or obscure this credit. If the credit is missing or incorrect on a release, Licensee has thirty (30) days from Licensor's written notice to correct it before that omission counts as a breach of this license.

2. Operative Terms (continued)

2.10 Publishing and ASCAP/BMI performance royalties

General publishing split. The publishing in the Song is split as follows: Licensee | 80%; Khris Woo | 20%. This 80/20 split is the general publishing split between Licensee and Licensor for the Song.

ASCAP/BMI performance royalties | 50/50. For performance royalties administered by ASCAP or BMI, the split between Licensee and Licensor is: Licensee | 50%; Khris Woo | 50%. The parties shall register the Song with their respective performing rights organization (ASCAP or BMI) consistently with this 50/50 performance split.

No contradiction. The 50/50 split above applies only to ASCAP/BMI performance royalties. It does not replace, reduce, or alter the general publishing split of 80% Licensee / 20% Khris Woo, which governs publishing other than those ASCAP/BMI performance royalties. Clause 2.4 remains unchanged: it concerns the Master recording only.

Registration and proof. Licensee shall register the Song with Licensee's performing rights organization (ASCAP or BMI) within thirty (30) days after the Song is first released, showing exactly the splits in this clause, and shall send Licensor proof of that registration within seven (7) days after registering. If Licensee's distributor or administrator registers the Song instead, Licensee shall ensure the same splits are used and the same proof is sent.

Accounting, payment, records and audit. For any publishing income Licensee collects that includes Licensor's share, Licensee shall account and pay Licensor's share within thirty (30) days after the end of each calendar quarter, together with a written statement showing the amounts collected, the source and the share paid. Licensee shall keep complete records of the Song's publishing income for three (3) years. Once in any twelve (12) month period, Licensor may audit those records on reasonable notice. If an audit shows Licensee underpaid Licensor by more than ten percent (10%) for the period audited, Licensee shall pay the reasonable cost of the audit plus the full shortfall promptly.

2.11 Price, payment and effectiveness

The license fee for this license is USD $50.00. Any shipping, taxes or platform fees charged on the order are not part of the license fee and do not count as credit toward an upgrade under Clause 2.12. This license takes effect when the full license fee has been received and has cleared. If payment fails, is reversed or is charged back, the rights granted here do not vest, or, if they have vested, they terminate until full payment is restored. If there is a chargeback, payment fraud or a reversed payment, Licensor may initiate an immediate takedown under Clause 2.23 without following the notice procedure in Clause 2.22, and Licensee shall stop new exploitation of the Song until full payment is restored.

2. Operative Terms (continued)

2.12 Upgrade and Agreement Extension | pay only the difference

If Licensee wishes to upgrade this license to a higher La Línea tier for the same Beat and the same Song, Licensee shall pay only the difference between the license fee already paid under this license and the price of the higher tier in effect at the time of the upgrade. Amounts already paid as license fees for this Beat by this Licensee are credited in full; shipping, taxes and platform fees are not credited.

Upgrade from this license ($50.00 paid)Tier priceAmount due

Exclusive B (Ordinary)$100.00$50.00

Exclusive A (Perpetual)$200.00$150.00

This Premium license may itself have been reached by upgrade from a lower tier, paying only the difference: from Freemium ($0.00 paid), USD $50.00; from Non-Exclusive ($29.99 paid), USD $20.01.

An upgrade must be agreed in writing with Licensor and replaces this license for the future once the difference is paid in full; releases already made lawfully under this license remain lawful. An exclusive upgrade is subject to the Beat still being available for exclusivity at that time, and any exclusive period runs from the date the upgrade is paid, not retroactively. Licenses previously granted to other artists are not cancelled by an upgrade.

Agreement Extension | reuse of stems for new creations | USD $30.00. To reuse the trackout stems for a new creation | a different song or another beat or production | Licensee must first obtain an Agreement Extension: a separate written agreement with Licensor, for USD $30.00, paid in full before that reuse. Each USD $30.00 Agreement Extension covers one (1) new additional song (one track) only, not unlimited reuse, applies only under this Premium license (this Beat, this Licensee), and each further new song using the stems requires another USD $30.00 Agreement Extension. The Agreement Extension is a separate document; this clause establishes only its price and its requirement. Until it has been agreed in writing and paid, Clause 2.7(i) continues to prohibit reuse of the stems for new creations, and the stems may be used only to mix and produce the authorised Song. It does not transfer ownership of the Beat or the stems, and does not authorise reuse of the project bones. FAR Agreement. If Licensor assigns all rights in the Beat under a FAR Agreement, this license remains in force with the assignee as the new Licensor; if upgraded to Exclusive A (Perpetual), the FAR transition rule for that tier applies.

2.13 No synchronization under Premium | promotional audiovisual content allowed

Licensee may create and publish audiovisual content to promote the Song, including an official music video, lyric videos, live sessions, behind-the-scenes content, social media clips and similar promotional content.

This Premium license includes no synchronization of any form, and no synchronization or master-use license for television, film, trailers, advertising, video games, podcasts for commercial use, or any other synchronization use. Synchronization exists only for Exclusive A (Perpetual) and Exclusive B (Ordinary) licenses, and only under a separate Synchronization Agreement of USD $50.00 plus synchronization royalties of 20% Licensor / 80% Licensee, obtained only by upgrading to Exclusive A (Perpetual) or Exclusive B (Ordinary) under Clause 2.12; no Synchronization Agreement is available under Premium itself.

2.14 Registration of the Song

Licensee may register the Song | never the Beat on its own | with a distributor, Content ID system or performing rights organization, using exactly the credit and splits in Clauses 2.9 and 2.10. Licensee may not claim Content ID ownership of the Beat itself.

2.15 Release notice and dispute notice

(a) Release notice. Within seven (7) days after first releasing the Song, Licensee shall notify Licensor in writing (email to the address in Section 1 is sufficient) with: the final Song title; the release date; the distributor name; the ISRC; a link to the Song; and the artist name exactly as published.

(b) Claims and disputes. Licensee shall also notify Licensor in writing within seven (7) days after Licensee learns of any Content ID claim, takedown, strike, dispute or third-party claim concerning the Song or the Beat.

(c) Updates. Licensee shall promptly update Licensor in writing if the Song title, ISRC, link or distributor changes.

2. Operative Terms (continued)

2.16 Lawful use | no partnership or affiliation

Licensee shall not use the Beat or the Song in connection with unlawful activity, fraud, defamation, or the infringement of any third party's rights. Nothing in this license creates a partnership, joint venture, employment, agency or affiliation between the parties. Licensor is an independent creator, and Licensee has no authority to bind Licensor.

2.17 Name, marks and endorsement

Except for the mandatory credit in Clause 2.9, Licensee shall not use the names "Khris Woo" or "La Línea", or any La Línea logo or mark, to endorse any other product, service, release or business, or in any way that implies partnership, sponsorship, endorsement or affiliation with Licensor. Any other use of Licensor's name or marks requires Licensor's prior written consent.

2.18 Licensor portfolio use

Licensor may mention and display the Song title and Licensee's published artist name, and link to the released Song, in Licensor's portfolio, store, website and social media, with credit to Licensee, to show work produced by Licensor. No additional payment is due for this portfolio use, and it does not transfer any right in the Song to Licensor beyond Clause 2.6.

2.19 Licensee warranties

Licensee warrants that: (a) Licensee is at least eighteen (18) years old; (b) the legal name and email address for Licensee in Section 1 are true and correct; and (c) Licensee has full authority to accept and perform this license. Licensee shall promptly correct the Section 1 information in writing if it changes.

2.20 Indemnification

Licensee shall indemnify, defend and hold harmless Licensor from and against third-party claims, damages, liabilities, costs and reasonable attorney's fees arising from: (a) Licensee's lyrics, vocals and other content Licensee added; (b) any use of the Song or the Beat beyond this license; or (c) Licensee's breach of this license. Licensor does not indemnify Licensee beyond the amount Licensor actually received under this license.

2.21 Limitation of liability | Beat provided as is

The Beat and the delivered files are provided "as is", without warranties of any kind beyond what is expressly stated in this license. To the fullest extent allowed by Texas law, Licensor's total liability under or in connection with this license shall not exceed the license fee actually paid, USD $50.00. In no event shall Licensor be liable for indirect, incidental, consequential, special or lost-profit damages.

2. Operative Terms (continued)

2.22 Breach, notices and opportunity to cure or renegotiate

If Licensor detects a breach or other violation of this license, Licensor will follow this written-notice procedure before starting a takedown under Clause 2.23. This procedure does not apply to a chargeback, payment fraud or reversed payment, for which Licensor may act immediately under Clauses 2.11 and 2.23, and it does not prevent faster action where a platform or a court requires it to prevent ongoing harm:

(a) First notice | friendly written notice. Licensor will send Licensee a first, friendly notice in writing (email to the address in Section 1 is sufficient), identifying the violation detected. This first notice is also an invitation to renegotiate: the parties will try in good faith to agree on revised terms that balance the violation | for example, correcting a credit, paying the difference for the tier that matches the use actually made, or removing an unauthorised use.

(b) Second notice. If the violation is not cured, settled or renegotiated, Licensor will send a second written notice one (1) week after the first notice, restating the violation and what action is required.

(c) Third notice. If the violation still continues, Licensor will send a third written notice one (1) week after the second notice, stating that it is the final notice under this clause.

(d) Thirty days after the last notice. If thirty (30) days pass after the third (last) notice without action by Licensee | and without a response that resolves the matter | Licensor may then proceed under Clause 2.23. "Action" means curing the violation, removing the unauthorised use, or reaching a written renegotiated agreement with Licensor.

(e) Credit breaches. For a missing or incorrect credit, the thirty (30) day correction period in Clause 2.9 applies; Licensor will not treat that omission as an incurable breach before that period has run, and the notices in this clause may run during it.

(f) Effect of an unresolved breach. If the procedure above ends without cure or agreement, this license terminates for the breaching use, Licensee shall stop new exploitation of the Song in breach and, where Clause 2.23 is invoked, remove the Song from distribution as stated there. Uses that cannot reasonably be undone, such as copies already sold lawfully, are not affected.

2. Operative Terms (continued)

2.23 Infringement notice and platform takedown

(a) Formal infringement notice. After the thirty (30) days in Clause 2.22(d) have passed without action by Licensee, Licensor will send Licensee a formal notification of infringement of the terms of use of this license, identifying the violation and the notices already sent.

(b) Takedown. After sending that notification, Licensor may initiate a takedown of the infringing release on the platforms, stores and services where it appears, and may ask distributors and platforms to remove or disable access to it. This includes a copyright takedown notice under the U.S. Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3), which requires the notice to identify the copyrighted work, identify the infringing material and its location, and include a good-faith statement and a statement, under penalty of perjury, that the use is not authorised and that the sender is authorised to act for the owner. Licensee understands that a platform may restore material after a valid counter-notice under 17 U.S.C. Section 512(g) unless the owner files a court action, and that knowingly misrepresenting a claim can create liability under 17 U.S.C. Section 512(f).

(c) Reserved rights. A takedown is in addition to, and not instead of, any other remedy available under this license or under Texas or federal law. Licensor does not waive damages, injunctive relief or any other claim by first following the notice procedure in Clause 2.22.

(d) Immediate takedown for non-payment. If payment fails, is reversed, is charged back or is obtained by fraud, Licensor may send the infringement notification and initiate takedown immediately, without waiting for the notices in Clause 2.22 and without waiting thirty (30) days. Clause 2.11 controls in that case.

2.24 Governing law | State of Texas | and general provisions

(a) Governing law and venue. This license is governed by, and shall be interpreted under, the laws of the State of Texas, USA, without regard to its conflict-of-laws rules. The parties agree that disputes under this license will be brought in the state or federal courts located in Texas, unless they agree otherwise in writing.

(b) Copyright in the Beat. Ownership of the Beat is governed by the U.S. Copyright Act, 17 U.S.C. Sections 106 and 501: the owner holds the exclusive rights in the work, and use beyond the rights granted in this license is infringement. Nothing in the Texas-law provisions below transfers or limits that federal protection.

(c) Texas contract and consumer law cited. The parties intend this written license to be read consistently with, among other applicable Texas law: (i) the Texas Deceptive Trade Practices | Consumer Protection Act, Tex. Bus. and Com. Code Sections 17.41 et seq., in particular Section 17.46(a), under which false, misleading or deceptive acts or practices in trade or commerce are unlawful | neither party shall misrepresent the rights granted or withheld by this license; (ii) the Texas Uniform Electronic Transactions Act, Tex. Bus. and Com. Code Chapter 322, in particular Section 322.007, under which an electronic record satisfies a writing requirement and an electronic signature satisfies a signature requirement where that chapter applies; and (iii) the written-agreement requirements of Tex. Bus. and Com. Code Section 26.01, to the extent they apply to an agreement of this kind.

2. Operative Terms (continued)

2.24 Governing law (continued)

(d) Limitations and attorney's fees in Texas. Actions on a claim of this kind are subject to the limitations periods in the Texas Civil Practice and Remedies Code, in particular Section 16.004(a)(3) (four years for debt) and the residual period in Section 16.051 (four years). A person who prevails on a claim for an oral or written contract may seek reasonable attorney's fees under Tex. Civ. Prac. and Rem. Code Section 38.001(b)(8), following the procedure in Section 38.002. Nothing in this clause shortens a limitations period below any minimum Texas law allows.

(e) Entire agreement; this document controls; changes; severability. This document, once completed in Section 1 and accepted, is the entire agreement between Licensor and Licensee for the Beat and controls and prevails over any product description, store listing, summary, advertisement or other background material. The store description is background only and does not add to, reduce or change this document; if there is any conflict, this document governs. Any change must be in writing and agreed by both parties. If any clause is found unenforceable, the rest remain in force.

(f) No waiver. Licensor's failure or delay in enforcing any breach or term on one occasion is not a waiver of that term or of any later breach, and does not prevent Licensor from enforcing it afterwards. No waiver is effective unless it is in writing and signed by Licensor.

(g) Full assignment of rights | FAR Agreement. Licensor may at any time assign all of Licensor's rights in the Beat to a third party under a separate Full Assignment of Rights Agreement (FAR Agreement), negotiated case by case. If Licensor does so: (i) the assignee steps into Licensor's place as owner of the Beat, holding the ownership, the publishing and the power to enforce the rights in the Beat, including over songs already released using the Beat and the royalties those songs generate; (ii) Licensor steps away from the Beat completely and retains no ownership, publishing or enforcement right in it; and (iii) that assignment does not terminate or reduce this license: a license lawfully granted before the assignment, including this one, remains in force on its own terms, and from the assignment the assignee is the Licensor for all purposes of this license; and (iv) the assignee also has the power to contact licensees to whom a license of the Beat has already been granted to renegotiate terms with them, without terminating or discrediting their licenses, which remain in force on their own terms unless and until different terms are agreed; notice of a total assignment under a FAR Agreement reaches all licensees of the Beat, including the Licensee of this Premium license, who receives notice of the assignment and renegotiates with the new owner, without the license being discredited: it remains in force on its own terms unless and until different terms are agreed; and (v) the FAR transition rule applies to Exclusive A (Perpetual) licenses: if no agreement is reached after renegotiation, the Exclusive A (Perpetual) licensee keeps Exclusive A (Perpetual) for two (2) years and then transitions to Exclusive B (Ordinary) for one (1) additional year (three (3) years in total after the assignment), after which the licensee may continue renewing as Exclusive B (Ordinary) at USD $100.00 per year if the licensee wishes. That transition rule is a system rule for existing Exclusive A (Perpetual) licenses and does not change the terms of this Premium license. No FAR Agreement is included in, or granted by, this license, and Licensee acquires no right to require one.

Appendix | La Línea License Tiers

For reference only. This license is the Premium tier. The other tiers are available by upgrade under Clause 2.12, paying only the difference.

Freemium | $0Free sample, MP3 192 kbps. Social media and YouTube use only, published directly by the artist, non-commercial, no monetization on any platform, no distributors and no distribution to streaming stores. Term: one (1) year only, revocable in writing at any time, and one Freemium license per Beat per licensee. No royalties are paid to the artist, because the beat is used free of charge.

Non-Exclusive | $29.99WAV 32-bit, one new song, worldwide, perpetual, unlimited streams and sales.

Premium | $50This license. Everything in Non-Exclusive, plus trackout stems and project bones.

Exclusive B (Ordinary) | $100Everything in Premium; the Beat is removed from sale and not sold again, for one (1) year. Renewal price: USD $100 per additional year; on renewal the term extends for one (1) more year. If not renewed, Licensor recovers the right to sell the Beat again.

Exclusive A (Perpetual) | $200Everything above, with no time limit. Forever. Licensor retains copyright ownership of the Beat; the exclusivity is a right of use, not a sale of the Beat. Perpetuity is subject to the transition rule after a total assignment (FAR): if the Beat is assigned in full under a FAR Agreement, the Exclusive A (Perpetual) licensee receives notice, renegotiates with the new owner without the license being discredited, and if no agreement is reached keeps the Exclusive A (Perpetual) license for two (2) years and then transitions to Exclusive B (Ordinary) for one (1) additional year (three (3) years in total after the assignment), after which the licensee may continue renewing as Exclusive B (Ordinary) at USD $100.00 per year if the licensee wishes (see the Exclusive A (Perpetual) Beat License and the FAR Agreement).

Appendix | La Línea License Tiers (continued)

For reference only, continued. They do not change this Premium license.

Custom Composition Beat License | USD $300.00A beat composed from scratch on commission for the client; it is not a catalogue beat. It includes everything in Exclusive B (Ordinary). The client must bring an idea that is already 50% or more formed, confirmed in a brainstorming session with the scope agreed in writing. First draft delivered five (5) days after the order and that session. Four (4) revisions are included; final delivery is made when the last revision is approved. Payment is 50/50: USD $150.00 when the order is created and USD $150.00 after the last revision is approved. Additional revisions cost USD $25.00 each, each under its own Revision Extender.

Agreement Extension | USD $30.00For Premium only. Each Extension covers one (1) new additional song (one track) made with the stems of this Beat, and applies only under this specific Premium license (this Beat, this Licensee). It never applies to Exclusive A (Perpetual) or Exclusive B (Ordinary), where reuse of the stems is already included. The New Song pays Licensor twenty percent (20%) of all income it generates, in addition to the general publishing split of 80% Licensee / 20% Khris Woo, with quarterly accounting.

Synchronization Agreement | USD $50.00 additionalA separate agreement, paid on top of the base license. Available only for Exclusive A (Perpetual) and Exclusive B (Ordinary), and only for the one authorised Song. Synchronization royalties are split 20% Licensor / 80% Licensee. Without this paid agreement, synchronization remains prohibited.

Revision Extender | USD $25.00One (1) additional revision round in a Custom Composition commission, beyond the four (4) revisions included. A separate written agreement for that one revision, agreed in writing and paid in full before that additional revision begins.

Full Assignment of Rights (FAR) | NegotiatedA total assignment of the Beat, not a license. The price is negotiated case by case; there is no store price. The Assignee receives everything: all rights, title and interest in the Beat and all of its files, plus the licenses already granted for the Beat together with their lists of licensees, and the drafts (borradores) of the Beat, so the Assignee, as new owner, may keep selling and profiting from the licenses of the Beat if the Assignee wishes. Licensor steps away from the Beat completely. No La Línea license prevents a full assignment; licensees already granted a license are notified, and licenses lawfully granted before the assignment remain in force on their own terms with the Assignee as the new Licensor.

Upgrade ladder | pay only the difference

On an upgrade, the amount already paid for the Beat is credited in full and only the difference below is due. Shipping, taxes and platform fees are not credited.

Starting tier (amount paid)To Non-Exclusive | $29.99To Premium | $50.00To Exclusive B (Ordinary) | $100.00To Exclusive A (Perpetual) | $200.00

Freemium | $0.00$29.99$50.00$100.00$200.00

Non-Exclusive | $29.99n/a$20.01$70.01$170.01

Premium | $50.00n/an/a$50.00$150.00

Exclusive B (Ordinary) | $100.00n/an/an/a$100.00

Custom Composition | $300.00n/an/an/a$100.00

Appendix | La Línea License Tiers (continued)

System rules in short

RenewalExclusive B (Ordinary) renews at USD $100.00 for each additional year, extending the term by one (1) more year per renewal. Exclusive A (Perpetual) has no renewal and no expiry, subject to the FAR transition rule below.

StemsUnder Premium, the stems are for the authorised Song only; a new song with the stems requires an Agreement Extension (USD $30.00 per new song). Under Exclusive B (Ordinary) and Exclusive A (Perpetual), reuse of the stems for successor works is already included, with no Agreement Extension, and each successor work pays Licensor twenty percent (20%) of all income it generates. The project bones are never reusable for new creations.

SynchronizationProhibited under Freemium, Non-Exclusive and Premium. Available only under Exclusive A (Perpetual) and Exclusive B (Ordinary), only for the authorised Song, and only through a separate Synchronization Agreement (USD $50.00 additional) plus synchronization royalties of 20% Licensor / 80% Licensee.

FAR transition for Exclusive A (Perpetual)If the Beat is assigned in full under a FAR Agreement, the Exclusive A (Perpetual) licensee receives notice and renegotiates with the new owner, without the license being terminated or discredited. If no agreement is reached, the licensee keeps Exclusive A (Perpetual) for two (2) years after the assignment and then transitions to Exclusive B (Ordinary) for one (1) additional year, three (3) years in total after the assignment, and may afterwards keep renewing as Exclusive B (Ordinary) at USD $100.00 per year if the licensee wishes.

CreditsEvery release of a Song must read "Prod. by Khris Woo", and distributors must list "Khris Woo" in the producer name field. Every successor work and every New Song made from the stems must read "Co-prod. by Khris Woo", and distributors must list "Khris Woo" as co-producer. If a credit is missing or incorrect, the licensee has thirty (30) days from written notice to correct it before it counts as a breach. After a full assignment (FAR), the "Prod. by Khris Woo" credit is not mandatory.

PublishingIn every tier, general publishing is split 80% Licensee / 20% Khris Woo. ASCAP/BMI performance royalties are split 50% Licensee / 50% Khris Woo, for performance only; that 50/50 does not change the 80/20 general publishing split.

3. Signatures

The Licensor signs below. The Licensee accepts by legal name, so no handwritten signature is used for the Licensee.

LICENSOR

Cristhopher Alexander Padilla Escobar

p/k/a Khris Woo | La Línea

Date: ____________________

LICENSEE

Legal Name in Full

Licensee legal name (as in Section 1.2)

Acceptance by legal name

Date: ____________________

Executed as of the date written above.