Exclusiva B (Ordinaria)

Exclusive B (Ordinary) 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.

Exclusive B (Ordinary) Beat License | USD $100.00 | one new song. You may release one (1) new song using the Beat. Delivered: the Beat as a WAV file (PCM float32, 32-bit), plus trackout stems and project bones. New songs made from the stems during the term are Successor Works, below.

Worldwide, unlimited, one-year exclusive term. The Song may be exploited worldwide, with no cap on streams, downloads or sales. Exclusivity lasts one (1) year from full payment, not retroactively (Clause 2.5).

Exclusive to you during that year. Licensor takes the Beat off the platforms and the store, does not sell or license it to anyone else, and does not use it himself for a new song. Licensor keeps copyright: exclusivity is a right of use, not a sale. Earlier non-exclusive buyers keep their licenses, and their lawful releases stay lawful.

Renewal and removal. (1) Renewal at USD $100.00 per additional year, one year per renewal paid, with notice and full payment before expiry; if not renewed, exclusivity ends, Licensor recovers the Beat, and you stop new exploitation of it, without affecting the Song already released lawfully. (2) Licensor removes the Beat from platforms and store within seven (7) days after the exclusivity takes effect, and reports that removal to you (Clause 2.5).

No extra royalty on the master. No additional royalty is owed on the master recording.

Stems may be reused for new songs while this license is in force. During the Exclusivity Term, you may reuse the stems, including sampling them, to create new songs ("Successor Works"), with no Agreement Extension. "Project bones" is the FL Studio (.flp) file; it stays for the authorised Song only (Clauses 2.2, 2.7(i)).

Successor Works do not renew this license; 20% of their income to Licensor. They do not extend the term: renew at USD $100.00 per year or Licensor recovers the Beat; works lawfully released during the term remain lawful. Pay that 20% quarterly, within thirty (30) days after each quarter ends, with a written statement; keep records three (3) years; Licensor may audit once a year, and an underpayment over ten percent (10%) means Licensee also pays the audit cost plus the shortfall. The USD $30.00 Agreement Extension applies only to Premium (Clause 2.12).

Credit is mandatory. Every release of the Song must read "Prod. by Khris Woo"; every Successor Work must read "Co-prod. by Khris Woo"; distributors must list "Khris Woo" as producer for the Song and as co-producer for each Successor Work. If missing or incorrect, you have thirty (30) days from written notice to correct it.

Publishing 80/20; ASCAP/BMI 50/50, performance only. General publishing in the song: Licensee 80% / Khris Woo 20%. Performance royalties through ASCAP or BMI are split 50/50. 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. Every Successor Work carries the same notice: within seven (7) days after its release, send Licensor in writing its final title, release date, platform, link and artist name as published; also notify Licensor within seven (7) days of any Content ID claim, takedown or dispute concerning the Song or any Successor Work (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, with 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. You are credited with what you already paid for the license. To Exclusive A (Perpetual) (USD $200.00), USD $100.00 is due (Clause 2.12).

Sync only with a Synchronization Agreement | 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 and social media clips. Sync is not included: TV, film, trailers, advertising, video games and commercial podcasts for the Song require a separate Synchronization Agreement, an additional document, for USD $50.00 plus synchronization royalties split 20% Licensor / 80% Licensee (Clause 2.13).

If you break the terms. Licensor sends a friendly written notice, then a second one week later, then a third one week after that. If thirty (30) days pass after the last notice with no action from you, Licensor sends a formal infringement notice and may start a takedown (Clauses 2.22 and 2.23). Chargeback, fraud or reversed payment: immediate takedown, without the three notices.

Texas law. 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, may not be sold or lent, and may be provided only to your distributor to 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).

Licensor may later assign the Beat in full | FAR Agreement. Licensor may later assign all rights in the Beat under a separate Full Assignment of Rights Agreement (FAR Agreement), negotiated case by case. The assignee then takes Licensor's place as owner, including publishing and the power to enforce the rights, even over songs already released and their royalties, and Licensor steps away from the Beat entirely. This license is not terminated: it continues on its own terms with the assignee as holder (Clause 2.24(g)). The assignee may also contact licensees who were already granted a licence of the Beat to renegotiate terms with them; that contact does not terminate or discredit their licences, which remain in force on their own terms. Notice of a full assignment goes to every licensee, including you, and you renegotiate with the new owner; that notice and renegotiation do not terminate or discredit your license.

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 $100.00

Order totalUSD $100.00, 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

TypeExclusive B (Ordinary) Beat License | Exclusive

Price tierUSD $100.00

IncludesEverything in the Premium license (WAV 32-bit, trackout stems and project bones), plus exclusivity over the Beat for the term in Section 1.7

1.7 Term and territory

TerritoryWorldwide

TermOne (1) year of exclusivity, from the date the full license fee is paid (not retroactive), as set out in Clause 2.5

ScopeOne (1) new song, plus Successor Works created from the stems during the Exclusivity Term (Clauses 2.2 and 2.7(i))

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 vocals over the Beat; "Master" means the finished recording of that Song.

2.1 Grant of license

Licensor grants Licensee an exclusive, worldwide license to use the Beat to create and release one (1) new Song, and to distribute and perform the Master of that Song, subject to this license and to the one (1) year Exclusivity Term in Clause 2.5. This license covers that one Song, plus Successor Works during the Exclusivity Term under Clauses 2.2 and 2.7(i). Exclusivity is a right of use only, not a sale of the Beat (Clause 2.6).

2.2 Delivered files | WAV, stems and project bones

The Beat is delivered as a WAV file (PCM float32, 32-bit) with its trackout stems and project bones, to mix and produce the authorised Song. During the Exclusivity Term only, Licensee may also reuse the stems, including by sampling them, to create new songs ("Successor Works") under Clause 2.7(i), with no Agreement Extension (Premium only, Clause 2.12).

Definition of "project bones". "Project bones" means the FL Studio project file (.flp) of the Beat, with its patterns, mix and settings, for use only for the authorised Song. Licensee has no right to resell or share the project file, or to use it for any other song, beat or production, including a Successor Work. No stems permission in this license, and no Agreement Extension, ever authorises reuse of the project bones.

2.3 No stream or sales cap

There is no numerical cap on streams, downloads, or sales of the Master under this license.

2.4 No additional royalty on the Master

Licensee owes Licensor no additional royalty on the Master under this license. Publishing shares are addressed in Clause 2.10.

2.5 Exclusive B (Ordinary) Beat License nature | one (1) year term

Exclusivity Term. The exclusivity under this license runs for one (1) year from the date the full license fee has cleared (the "Exclusivity Term"). It is not retroactive.

Exclusive to Licensee during the term. During the Exclusivity Term, the Beat is exclusive to Licensee. Licensor shall remove the Beat from platforms and his store, shall not sell, offer or license it to anyone else, and shall not use it himself for a new song. Licensor retains ownership and copyright (Clause 2.6); it is a right of use, not a sale or assignment.

Removal and report | seven (7) days. Licensor will complete the removal of the Beat from the platforms and the store within seven (7) days after the exclusivity takes effect, and will report that removal to Licensee in writing within that same period.

Earlier licenses are not cancelled. A license granted before this license took effect is not cancelled: a buyer who previously bought a non-exclusive license keeps it, and its lawful releases remain lawful.

Renewal, and the end of the term. Licensee may renew the Exclusivity Term at USD $100.00 for each additional year. To renew, Licensee must give Licensor written notice and pay the renewal fee in full before the then-current term expires; each renewal so paid extends the term by one (1) more year. If the term ends without renewal, Licensor recovers the Beat and may sell and license it again, and Licensee shall stop any new exploitation of the Beat, without prejudice to the Song and any Successor Work already released lawfully during the term.

2. Operative Terms (continued)

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.

2.7 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 itself, as a whole, for a second, different song under this license | a Successor Work created from the stems during the Exclusivity Term under (i) is not prohibited by this (c); (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 (other than a Successor Work under (i)), 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 | sampling the stems in a Successor Work under (i) is not prohibited by this (f); (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. The project bones may be used only to mix and produce the authorised Song, and may never be reused for any other work. The stems may be used to mix and produce the authorised Song and, only during the Exclusivity Term (the initial one (1) year and each additional year renewed and paid in full under Clause 2.5), Licensee may reuse the stems, including by sampling them, to create new songs (each, a "Successor Work"), with no Agreement Extension: the USD $30.00 Agreement Extension in Clause 2.12 applies only to the Premium license and is not required under this license. Licensor shall receive twenty percent (20%) of all income generated by each Successor Work; that share is separate from the publishing split in Clause 2.10 and from Clause 2.4, which concerns only the Master of the Song. A Successor Work does not renew, extend or restart this license or the Exclusivity Term. If the term expires without renewal, Licensee shall make no new Successor Work and no new reuse of the stems, and shall stop new exploitation of the Beat, without prejudice to the Song and any Successor Work already released lawfully during the term, which remain lawful.

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.

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

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 $100.00. 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 stems reuse | pay only the difference

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

Upgrade from this license ($100.00 paid)Tier priceAmount due

Exclusive A (Perpetual)$200.00$100.00

This Exclusive B (Ordinary) Beat License may itself have been reached by upgrade from a lower tier, paying only the difference: from Freemium ($0.00 paid), USD $100.00; from Non-Exclusive ($29.99 paid), USD $70.01; from Premium ($50.00 paid), USD $50.00.

An upgrade must be agreed in writing with Licensor and replaces this license for the future once paid in full; lawful releases already made remain lawful. An exclusive upgrade is subject to the Beat still being available for exclusivity then, and any exclusive period runs from the date the upgrade is paid, not retroactively. Licenses previously granted to other artists are not cancelled. If Licensor later assigns all rights in the Beat under a FAR Agreement, this license stays in force on its own terms with the assignee as the new Licensor, and if this license is upgraded to Exclusive A (Perpetual), the FAR transition rule for that tier applies.

Stems reuse under this license | Successor Works | no Agreement Extension. Under this Exclusive B (Ordinary) Beat License, Licensee may reuse the stems during the Exclusivity Term, including by sampling them, to create new songs (Successor Works) under Clause 2.7(i), with no Agreement Extension: the USD $30.00 Agreement Extension applies only to the Premium license. A Successor Work does not renew, extend or restart this license: on expiry, Licensee must renew at USD $100.00 per year under Clause 2.5 or Licensor recovers the Beat, without prejudice to works lawfully released during the term. Licensor receives twenty percent (20%) of the income of each Successor Work. Licensee shall account and pay that share quarterly, 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 each Successor Work's 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. Each Successor Work must carry the credit in Clause 2.9: "Co-prod. by Khris Woo" on all platforms, with "Khris Woo" entered as co-producer in the producer field in distributor metadata; if that credit is missing or incorrect, Licensee has thirty (30) days from Licensor's written notice to correct it before it counts as a breach. Each Successor Work also requires the Clause 2.15 notices: written notice to Licensor within seven (7) days after its release (final title, release date, platform, link and artist name as published) and within seven (7) days after learning of any Content ID claim, takedown or dispute concerning that Successor Work. This reuse does not transfer ownership, and never authorises reuse of the project bones.

2. Operative Terms (continued)

2.13 Synchronization Agreement | no sync included without it | 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 license includes no synchronization or master-use license. Synchronization for the authorised Song only | television, film, trailers, advertising, video games and commercial podcasts | requires a separate Synchronization Agreement with Licensor: an additional document, separate from this license, agreed in writing and paid in full before any synchronization use, for USD $50.00 additional, with synchronization income split twenty percent (20%) to Licensor (Khris Woo) and eighty percent (80%) to Licensee. That 20/80 split is for synchronization income only and does not alter Clause 2.10. Without that paid agreement, synchronization remains prohibited. Synchronization on these terms is available only under the Exclusive A (Perpetual) Beat License and this license. The Synchronization Agreement does not extend or renew this license or the Exclusivity Term. Under this Exclusive B (Ordinary) license, if the Exclusivity Term ends without renewal, the Synchronization Agreement also ends for new uses; synchronization uses lawfully made during the term are not affected.

2. Operative Terms (continued)

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 learning 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.

(d) Successor Works release notice. Within seven (7) days after first releasing each Successor Work created from the stems, Licensee shall notify Licensor in writing (email to the address in Section 1 is sufficient) with its final title, release date, platform, link and artist name exactly as published, on the same terms as the release notice for the Song in paragraph (a).

(e) Successor Works claims and disputes. Licensee shall also notify Licensor in writing within seven (7) days after learning of any Content ID claim, takedown, strike, dispute or third-party claim concerning any Successor Work or the stems used in it, and shall promptly update Licensor if its title, platform or link 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 $100.00. 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) Future full assignment | FAR Agreement. Licensor may later assign all of his rights in the Beat under a separate Full Assignment of Rights Agreement (a "FAR Agreement"), negotiated case by case. If such an assignment is made, the assignee steps into Licensor's place as holder of the Beat: ownership, publishing and the power to enforce the rights in the Beat pass to the assignee, including in respect of songs already released using the Beat and the royalties from them, and Licensor steps away from the Beat entirely. A full assignment under a FAR Agreement does not terminate licences lawfully granted before it, including this license: they remain in force on their own terms, with the assignee as the new holder in place of Licensor for the purposes of those licences. The assignee may also contact licensees to whom a licence of the Beat was already granted to renegotiate terms with them, without terminating or discrediting their licences, which remain in force on their own terms. Notice of a full assignment under a FAR Agreement shall be given to every licensee of the Beat, including the Licensee under this Exclusive B (Ordinary) license, and Licensee shall renegotiate with the new owner; that notice and renegotiation do not terminate or discredit this license, which remains in force on its own terms. The transition rule in the Exclusive A (Perpetual) Beat License (two (2) years Perpetual, then one (1) additional year Ordinary) applies only to Perpetual licences and does not apply to this Exclusive B (Ordinary) license, which is already Ordinary.

Appendix | La Línea License Tiers

For reference only. This license is the Exclusive B (Ordinary) Beat License tier. The higher tier is 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 | $50Everything in Non-Exclusive, plus trackout stems and project bones.

Exclusive B (Ordinary) Beat License | $100This license. Everything in Premium, plus exclusivity: the Beat is removed from the platforms and the store and is not sold or licensed again while the one (1) year Exclusivity Term lasts, and Licensor does not use it himself for a new song. Renewal at USD $100.00 per additional year, extending the term by one (1) more year per renewal, with written notice and full payment before expiry, and removal of the Beat within seven (7) days after the exclusivity takes effect. If the term ends without renewal, Licensor recovers the Beat and may sell it again, and Licensee stops new exploitation of the Beat, without prejudice to the Song already released lawfully. During the term, stems may be reused for Successor Works (no Agreement Extension; 20% of their income to Licensor). Synchronization: only through a separate Synchronization Agreement, an additional document, for USD $50.00 plus synchronization royalties split 20% Licensor / 80% Licensee, for the authorised Song (TV, film, trailers, advertising, video games and commercial podcasts); without that paid agreement, sync remains prohibited.

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 full assignment (FAR): if the Beat is assigned in full under a FAR Agreement, the Perpetual licensee receives notice and renegotiates with the new owner; if no agreement is reached, the licensee keeps the Perpetual licence for two (2) years 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 (see the Exclusive A (Perpetual) Beat License and the FAR Agreement).

Appendix | La Línea License Tiers (continued)

For reference only. The tables and rules on this page complete the Appendix on page 12 and do not change the operative terms in Section 2.

Custom Composition Beat License | USD $300.00A beat composed from scratch on commission. It includes everything in Exclusive B (Ordinary). The client must bring an idea that is already 50% or more formed. First draft (primera maqueta) in five (5) days; four (4) revisions included. Payment is 50/50: USD $150.00 plus USD $150.00. Each additional revision costs USD $25.00 under a Revision Extender.

Agreement Extension | USD $30.00One (1) additional new song per extension, only under a specific Premium license, never under Exclusive A (Perpetual) or Exclusive B (Ordinary). The New Song pays Licensor twenty percent (20%) of all of its income, in addition to the publishing split of Licensee 80% / Khris Woo 20%.

Synchronization Agreement | USD $50.00 additionalOnly under Exclusive A (Perpetual) and Exclusive B (Ordinary), and only for the authorised Song. Synchronization royalties: Licensor 20% / Licensee 80%.

Revision Extender | USD $25.00One (1) additional revision in a Custom Composition Beat License.

Full Assignment of Rights (FAR) | NegotiatedTotal assignment of the Beat. The price is negotiated case by case; there is no store price. The assignee receives everything and Licensor (Khris Woo) steps away from the Beat completely.

Appendix | Upgrades: Pay Only the Difference

From (amount already paid)Amount due for each higher tier

Freemium | USD $0.00 paidTo Non-Exclusive: USD $29.99. To Premium: USD $50.00. To Exclusive B (Ordinary): USD $100.00. To Exclusive A (Perpetual): USD $200.00.

Non-Exclusive | USD $29.99 paidTo Premium: USD $20.01. To Exclusive B (Ordinary): USD $70.01. To Exclusive A (Perpetual): USD $170.01.

Premium | USD $50.00 paidTo Exclusive B (Ordinary): USD $50.00. To Exclusive A (Perpetual): USD $150.00.

Exclusive B (Ordinary) | USD $100.00 paidTo Exclusive A (Perpetual): USD $100.00.

Custom Composition | USD $300.00 paidTo Exclusive A (Perpetual): USD $100.00.

Renewal | Exclusive B (Ordinary)USD $100.00 for each additional year of exclusivity.

Appendix | Short Rules

Stems. Trackout stems are included in Exclusive A (Perpetual) and Exclusive B (Ordinary). Successor Works created from the stems pay Licensor twenty percent (20%) of all of their income, paid quarterly, within thirty (30) days after each quarter ends, with a written statement; records are kept three (3) years; Licensor may audit once a year, and an underpayment over ten percent (10%) means Licensee also pays the audit cost plus the shortfall. In Premium, reuse of the stems for a new song requires an Agreement Extension.

Project bones. The project bones (the FL Studio .flp file) may never be reused for any other work.

Synchronization. Sync is prohibited under Freemium, Non-Exclusive and Premium. It is available only under Exclusive A (Perpetual) and Exclusive B (Ordinary), through a separate Synchronization Agreement.

FAR transition for Exclusive A (Perpetual). After a full assignment (FAR), the Perpetual licensee receives notice and renegotiates with the new owner, without the license being discredited. If no agreement is reached, the 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. Afterwards, the licensee may keep renewing as Exclusive B (Ordinary) at USD $100.00 per year, if the licensee wishes. Notice of a full assignment goes to every licensee, including an Exclusive B (Ordinary) licensee, who renegotiates with the new owner without the licence being terminated or discredited; the transition above applies only to Perpetual licences.

Credits. The Song must read "Prod. by Khris Woo"; each Successor Work must read "Co-prod. by Khris Woo". A missing or incorrect credit may be corrected within thirty (30) days from written notice.

Publishing. General publishing: Licensee 80% / Khris Woo 20%. ASCAP/BMI performance royalties: 50/50, 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.