Freemium

Freemium 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.

Free beat, free use, one new song. You may release one (1) new song using the Beat. A second, different song needs a new license. Price: USD $0.00. Delivered file: MP3 192 kbps only. No WAV, no stems, no project files.

Social media and YouTube only | no monetization | no distributors. Non-commercial use on social media and YouTube only, published directly by you. No monetization on any platform. This license does not allow distribution to streaming stores (such as Spotify or Apple Music) and does not allow uploading the Song through any distributor.

No royalties are paid to the artist, because the beat is used free of charge. Licensor pays Licensee no royalty of any kind under this license, and the free use creates no payment obligation in favour of the artist. This cannot be read in reverse.

Content ID is NOT removed under Freemium. This free license does not guarantee the removal or release of any Content ID claim. Licensor may instead request that Content ID be applied to the use of the Beat in the Song. That position changes only if you upgrade to a paid license (Non-Exclusive $29.99, Premium $50.00, Exclusive B (Ordinary) $100.00 or Exclusive A (Perpetual) $200.00), under Clause 2.8.

Non-exclusive. The Beat stays the property of Khris Woo and stays available to other artists. Exclusivity is negotiated separately.

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

Publishing and total rights 90/10 in favour of the producer. General publishing: Khris Woo (producer) 90% / Licensee 10%. ASCAP/BMI performance royalties use the same 90/10 split (Khris Woo 90% / Licensee 10%), so the two splits are one consistent split and do not contradict each other. No additional royalty is owed on the master for this free use.

One (1) year only | revocable | one Freemium per Beat. This license lasts one (1) year only. When the year ends, you must upgrade to a paid license or this license is revoked and you must take the Song down. Licensor may also revoke this license in writing at any time. You get only one Freemium license per Beat: once you have used Freemium for a Beat, you cannot request Freemium for that same Beat again | the only path is an upgrade (Clause 2.25; see also Clauses 2.7 and 2.12).

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

Register and account for publishing. Register the Song with your PRO (ASCAP or BMI) within thirty (30) days after release, using the splits in Clause 2.10, send Licensor proof, and 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. From Freemium ($0.00 paid): Non-Exclusive $29.99, Premium $50.00, Exclusive B (Ordinary) $100.00, Exclusive A (Perpetual) $200.00 (Clause 2.12).

No sync under Freemium | promotional video allowed. Promotional audiovisual content is allowed (official music video, lyric videos, live sessions, behind-the-scenes, clips). There is no synchronization of any kind under Freemium (no TV, film, trailers, advertising, video games or commercial podcasts). Sync exists only for Exclusive A (Perpetual) and Exclusive B (Ordinary), and only under a separate Synchronization Agreement for USD $50.00 plus sync royalties 20% Licensor / 80% Licensee, obtained only by upgrading to Exclusive A or B under Clause 2.12 (Clause 2.13).

If you break the terms | immediate takedown with no warning. Because this license is free (USD $0.00) and you are not paying for the use, Licensor may start a takedown immediately on any violation, without prior notice. The three-notice procedure for paid licenses does not apply to this Freemium license (Clauses 2.22 and 2.23).

Licensor may later assign all rights in the Beat (FAR Agreement). Under a separate 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 uploaded and their royalties) and Licensor steps away completely. A license already lawfully granted stays in force on its own terms, with the assignee as new rights holder. The assignee may also contact existing licensees of the Beat to renegotiate terms, without terminating or discrediting their licenses, which stay in force on their own terms. Notice of a full assignment goes to every licensee, including the Licensee of this license, who renegotiates with the new owner; that notice and renegotiation do not terminate or discredit this license, which stays valid on its own terms. The FAR transition rule (Exclusive A (Perpetual) 2 years, then Exclusive B (Ordinary) 1 year, 3 years in total, then Ordinary renewal USD $100.00/year if wished) applies to existing Exclusive A (Perpetual) licenses only; this Freemium license stays 1 year, revocable, with no monetization (Clause 2.24(g)).

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

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 $0.00

Order totalUSD $0.00

1.5 Delivered file

FormatMP3

Bitrate192 kbps

SourceFree sample in the La Línea Shopify store

StemsNot included

Project filesNot included

WAVNot included

1.6 License type

TypeFreemium | Non-exclusive

Price tierUSD $0.00

UseSocial media and YouTube only, non-commercial, no monetization on any platform, published directly by Licensee

DistributorsNot permitted | no distributor upload under this license

Streaming storesNot permitted under this license

1.7 Term and territory

TerritoryWorldwide

ScopeOne (1) new song

TermOne (1) year from the date this license takes effect under Clause 2.11, subject to earlier revocation under Clause 2.25 and to Clauses 2.22 and 2.23. At expiry, Licensee must have upgraded or the license is revoked and the Song must be removed

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 license to use the Beat to create and release one (1) new Song, and to publish that Song on social media platforms and on YouTube only, subject to this license. Licensee shall publish the Song directly, in Licensee's own name and accounts; this license does not authorise Licensee to upload, deliver or release the Song through any distributor. This license covers that one Song only. It is a non-commercial license: it does not grant any right to distribute the Song to streaming stores or services, to sell the Song, to monetize the Song on any platform, or to exploit the Song commercially beyond the social media and YouTube use expressly granted here. The term is one (1) year and this Freemium license may be granted only once per Beat to Licensee, in each case as stated in Clause 2.25.

2.2 Delivered file

The Beat is delivered as an MP3 file at 192 kbps, being the free sample offered in Licensor's store. No WAV file, no trackout stems and no project files are included; they were not part of this free option and are available only under the Non-Exclusive tier or higher, by upgrade under Clause 2.12.

2.3 Permitted use and limits | no monetization | no distributors

(a) Permitted use is limited to publishing the Song on social media platforms and on YouTube, in the promotional audiovisual forms allowed by Clause 2.13, published directly by Licensee. (b) Licensee shall not distribute the Song, the Master or the Beat to any streaming store or service, digital store, or download store, and shall not upload, deliver or release the Song through any distributor: no distributor use is authorised under this Freemium license. (c) Licensee shall not monetize the Song on any platform under this license, including on YouTube and on any social media platform, and including through advertising revenue, platform monetization programs, paid promotion of the Song as a product, or a Content ID monetization claim by Licensee. Licensee shall keep monetization turned off for the Song wherever the platform allows that setting.

2.4 No royalties to Licensee | no additional royalty on the Master

No royalties are paid to the artist, because the beat is used free of charge. For the avoidance of doubt: Licensor shall pay Licensee no royalty, fee, advance or other payment of any kind for or in connection with the use of the Beat under this Freemium license, and Licensee shall not claim any such payment from Licensor on the basis of this license or of the free use it grants. Licensee also owes Licensor no additional royalty on the Master produced under this license for the permitted use. This clause concerns payments between the parties for the Beat and 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 any 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, without exception | in particular, there is no exception for a distributor, because no distributor use is authorised under this license and Licensee publishes the Song directly; (e) use the Beat, or any part of it, to create a sample pack, loop pack or competing beat; (f) use the Beat to train a machine-learning or AI model, or to clone any voice; (g) edit the Beat into a new instrumental and present it as an original production; (h) 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 (i) create or use a deepfake or synthetic replica of the voice or image of Khris Woo; or (j) request, obtain or use a second or further Freemium license for the same Beat, in Licensee's own name or through another person, account or artist name.

2.8 Content ID claims | no removal guaranteed under Freemium

This Freemium license does not guarantee the removal, release or whitelisting of any Content ID claim on the Song. An automatic or manual Content ID claim may appear after Licensee publishes the Song, and it may remain in place for the whole life of this Freemium license. Licensor may instead request that Content ID be applied to the use of the Beat in the Song, and Licensee accepts that possibility by using the Beat under this free license.

That position changes only if Licensee upgrades to a paid license for the same Beat and the same Song (Non-Exclusive $29.99, Premium $50.00, Exclusive B (Ordinary) $100.00 or Exclusive A (Perpetual) $200.00) under Clause 2.12. Only after that upgrade is paid in full will Licensor request that the platform or service holding the claim release it, on the terms of the paid license; even then, the timing and outcome of a release depend on that platform or service 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, shall cooperate promptly with Licensor and the platform in connection with any claim concerning the Song, including by providing the Song link and this license code when asked, and shall promptly withdraw any claim Licensee controls that blocks a use authorised by Licensor.

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". Where the platform where the Song is published provides a producer or credits field, Licensee shall enter "Khris Woo" in that field; where it does not, Licensee shall include the credit in the Song's title, description or credits as the platform allows. 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 | 90/10 in favour of the producer. The publishing and total publishing rights in the Song under this Freemium license are split as follows: Khris Woo (producer) | 90%; Licensee | 10%. This 90/10 split in favour of the producer is the general and total publishing split between Licensor and Licensee for the Song under this license.

ASCAP/BMI performance royalties | same 90/10. For performance royalties administered by ASCAP or BMI, the split between Licensor and Licensee is the same: Khris Woo (producer) | 90%; Licensee | 10%. The parties shall register the Song with their respective performing rights organization (ASCAP or BMI) consistently with this 90/10 performance split.

No contradiction. The publishing split and the ASCAP/BMI performance split in this clause are one and the same 90/10 split in favour of the producer. The 90/10 performance split does not replace, reduce, or alter the 90/10 general publishing split, and the 90/10 general publishing split does not replace, reduce, or alter the 90/10 performance split: both apply the same proportions. Clause 2.4 remains unchanged in its own terms: Licensor pays Licensee no royalty for the Beat itself, because the beat is used free of charge, and no additional royalty is owed on the Master for this free use; Licensee's 10% above is a share of publishing income collected for the Song, not a royalty paid by Licensor under Clause 2.4.

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. Licensee shall make that registration directly with the performing rights organization; no distributor is authorised under this license to register or release the Song on Licensee's behalf (Clause 2.14).

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 and effectiveness

The license fee for this license is USD $0.00. No payment is required for this Freemium license. This license takes effect when Licensee accepts it and first uses the Beat as permitted here. If any payment connected with the Beat was obtained by fraud, reversed or charged back, the rights granted here do not vest, or, if they have vested, they terminate until the matter is resolved, and Licensor may initiate an immediate takedown under Clause 2.23 without any prior notice, as provided in Clause 2.22.

2. Operative Terms (continued)

2.12 Upgrade | 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 (USD $0.00) and the price of the higher tier in effect at the time of the upgrade. Shipping, taxes and platform fees are not credited.

Upgrade from this license ($0.00 paid)Tier priceAmount due

Non-Exclusive$29.99$29.99

Premium$50.00$50.00

Exclusive B (Ordinary)$100.00$100.00

Exclusive A (Perpetual)$200.00$200.00

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. To keep the Song published after the one (1) year Freemium term in Clause 2.25, Licensee must complete an upgrade under this clause before that term expires; a new or renewed Freemium license for the same Beat is not available to Licensee (Clause 2.25). 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 sync license included | 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. That promotional audiovisual content is allowed under this license, on social media and YouTube only.

This license includes no synchronization or master-use license of any kind (television, film, trailers, advertising, video games, podcasts for commercial use, or any other synchronization use), and no synchronization use is permitted under this Freemium license. Synchronization exists only for Exclusive A (Perpetual) and Exclusive B (Ordinary) Beat License holders, and only under a separate Synchronization Agreement for USD $50.00 plus synchronization royalties split 20% Licensor / 80% Licensee. The only way to obtain synchronization rights is to upgrade to Exclusive A or Exclusive B under Clause 2.12 and then enter into that Synchronization Agreement; no separate sync license is available under Freemium.

2.14 Registration of the Song | no distributors

Licensee may register the Song | never the Beat on its own | with a performing rights organization (ASCAP or BMI), using exactly the credit and splits in Clauses 2.9 and 2.10. Licensee shall not register, upload or deliver the Song with or through any distributor, and shall not register the Song with any streaming store or service. No distributor registration or release is authorised under this Freemium license, because the Song is published directly by Licensee on social media and YouTube only. 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 platform or platforms where the Song was published; a link to the Song; and the artist name exactly as published. No distributor or ISRC is involved under this license, because the Song is not released through a distributor.

(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, link or platform 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 file 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 $0.00. In no event shall Licensor be liable for indirect, incidental, consequential, special or lost-profit damages.

2. Operative Terms (continued)

2.22 Breach | immediate takedown under Freemium, with no prior notice

FREEMIUM EXCEPTION | THE THREE-NOTICE PROCEDURE DOES NOT APPLY. La Línea's paid licenses use a three-notice procedure before a takedown (a first friendly written notice, a second written notice one (1) week later, a third written notice one (1) week after that, and then thirty (30) days after the last notice). That procedure does not apply to this Freemium license. Because this license is granted free of charge (USD $0.00) and Licensee is not paying for the use, Licensor may, on detecting any breach or other violation of this license, initiate a takedown immediately under Clause 2.23, without giving Licensee any prior notice, without first inviting renegotiation, and without waiting for any notice or cure period under this clause.

(a) Immediate effect. On a violation, Licensor may treat this license as terminated for the breaching use, Licensee shall stop new exploitation of the Song in breach and, where Clause 2.23 is invoked, remove the Song as stated there. Licensor may notify Licensee at the time of, or after, a takedown, but no such notice is a condition of the takedown.

(b) Credit breaches. For a missing or incorrect credit, the thirty (30) day correction period in Clause 2.9 defines when that omission counts as a breach. Once that period has passed without correction, Licensor may initiate a takedown immediately and without any further notice. No three-notice procedure applies at any stage.

(c) Chargeback and fraud. A chargeback, payment fraud or reversed payment also permits immediate takedown under Clauses 2.11 and 2.23, without any prior notice.

(d) Voluntary contact is not a notice procedure. Licensor may, at Licensor's sole discretion, contact Licensee to discuss curing a violation, removing an unauthorised use, or paying the difference for the tier that matches the use actually made. Doing so in one case does not create a notice procedure, a cure right, or an obligation to do so in any other case, and does not delay or condition Licensor's right to an immediate takedown.

2. Operative Terms (continued)

2.23 Infringement notice and platform takedown

(a) No prior infringement notice required under Freemium. Under this Freemium license, Licensor is not required to send Licensee a formal notification of infringement, or any other notice, before initiating a takedown, and is not required to have sent the three notices that apply to paid licenses. Licensor may address the infringement notification to the platform or distributor as part of the takedown itself, and may (but need not) notify Licensee at the same time or afterwards.

(b) Takedown. On detecting a violation, Licensor may initiate a takedown of the infringing release immediately, on the platforms 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, and no prior notice to Licensee is a condition of exercising any of them under this Freemium license.

(d) Immediate takedown for any Freemium violation. For the avoidance of doubt, immediate takedown under this clause applies to any violation of this Freemium license, without prior notice to Licensee, because Licensee has paid USD $0.00 for the use. It is not limited to chargeback, fraud or a reversed or failed payment, which also permit immediate takedown; Clause 2.11 controls in the payment and fraud cases.

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 by Licensor (FAR Agreement). Licensor may at any time assign all of Licensor's rights in the Beat under a separate Full Assignment of Rights Agreement (FAR Agreement), negotiated case by case. On such an assignment, the assignee steps into Licensor's place as owner and rights holder (ownership, publishing and the power to enforce the rights, including over songs already uploaded that use the Beat and their royalties), and Licensor steps away from the Beat completely. A full assignment does not terminate, revoke or alter a license already lawfully granted, including this license, which remains in force on its own terms with the assignee as new rights holder. The assignee also has the power to contact licensees already granted a license in the Beat to renegotiate terms with them; doing so does not terminate, revoke or discredit their licenses, which remain in force on their own terms unless other terms are agreed with that licensee. Notice of any such full assignment is given to all licensees of the Beat, including the Licensee of this license, who receives notice and renegotiates with the new owner; doing so does not terminate, revoke or discredit this license, which remains in force on its own terms. The FAR transition rule of the La Línea system applies to Exclusive A (Perpetual) licenses: if no agreement is reached, the Exclusive A (Perpetual) licensee keeps Exclusive A (Perpetual) for two (2) years, then transitions to Exclusive B (Ordinary) for one (1) additional year (three (3) years in total), and may then renew as Exclusive B (Ordinary) at USD $100.00 per year if the licensee wishes. That rule does not change this Freemium license (one (1) year, revocable in writing at any time, no monetization).

2. Operative Terms (continued)

2.25 Term of one (1) year | revocability | one Freemium license per Beat

(a) One-year term. This Freemium license authorises use for one (1) year only, counted from the date it takes effect under Clause 2.11. It does not renew and it is not perpetual.

(b) What happens when the year ends. Before that one (1) year expires, Licensee must upgrade to a paid La Línea license for the same Beat and the same Song under Clause 2.12 if Licensee wants to keep the Song published. If Licensee has not completed that upgrade by the expiry date, this license is revoked and terminates on that date, Licensee shall remove the Song from social media and YouTube no later than the expiry date, and Licensee shall make no further use of the Beat under this license. Any use of the Song or the Beat after expiry without an upgrade is unauthorised.

(c) Revocable in writing at any time. Because this license is granted free of charge, Licensor may also revoke it at any time, for any reason, by written notice to Licensee (email to the address in Section 1 is sufficient), even before the one (1) year term ends. On that revocation, Licensee shall remove the Song from social media and YouTube within thirty (30) days after the notice and shall make no new use of the Beat.

(d) One Freemium license per Beat. Licensee may receive and use a Freemium license for a given Beat only once. Once Licensee has used a Freemium license for a Beat, Licensee may not request, obtain or use another Freemium license for that same Beat, whether in Licensee's own name or through another person, account or artist name. After a Freemium license for a Beat, the only way for Licensee to keep using that Beat is an upgrade to a paid license under Clause 2.12.

(e) No payment on revocation or expiry. Revocation or expiry under this clause does not create any payment obligation in favour of Licensee, and no royalties are paid to the artist, because the beat is used free of charge.

Appendix | La Línea License Tiers

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

Freemium | $0This license. Free 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) | $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. The perpetuity of this tier is subject to the transition rule on a full assignment (FAR): if the Beat is assigned in full under a FAR Agreement, the Exclusive A (Perpetual) licensee receives notice and renegotiates with the new owner, and if no agreement is reached the licensee 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), and may then 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).

Custom Composition Beat License | USD $300.00A beat composed from scratch to order for the client, including everything in Exclusive B (Ordinary). The client idea must be fifty percent (50%) or more formed, confirmed in a brainstorming session with written scope. First draft in five (5) days; four (4) revisions included; payment 50/50 (USD $150.00 + USD $150.00). Additional revisions cost USD $25.00 each, each under a Revision Extender.

Agreement Extension | USD $30.00For each additional new song (one (1) track). Available only on a specific Premium license, never on 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 eighty percent (80%) Licensee / twenty percent (20%) Khris Woo.

Synchronization Agreement | USD $50.00 additionalAvailable only for Exclusive A (Perpetual) and Exclusive B (Ordinary), and only for the authorised Song. Synchronization royalties are split twenty percent (20%) Licensor / eighty percent (80%) Licensee.

Revision Extender | USD $25.00One (1) additional revision in a Custom Composition Beat License, beyond the four (4) revisions included in that license.

Full Assignment of Rights (FAR) | NegotiatedTotal assignment of rights. No store price: the price is negotiated and agreed in writing case by case. The assignee receives everything and Licensor steps away from the Beat completely. No license prevents the assignment; every licensee is notified, and licenses already granted remain in force on their own terms with the assignee as the new rights holder.

Appendix (continued) | Upgrade Ladder and System Rules

For reference only. This appendix summarises the full La Línea system. If this appendix and the operative terms of a license or agreement ever differ, the operative terms of that license or agreement control.

Upgrade ladder | pay only the difference

FromUpgrade to | amount due (difference only)

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

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

Premium | USD $50.00Exclusive B (Ordinary) USD $50.00 | Exclusive A (Perpetual) USD $150.00

Exclusive B (Ordinary) | USD $100.00Exclusive A (Perpetual) USD $100.00

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

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

System rules in short

Stems. Trackout stems are delivered under Premium, but reusing them for a new song is allowed only with an Agreement Extension (USD $30.00 per new song). In Exclusive A (Perpetual) and Exclusive B (Ordinary), reuse of the stems for Successor Works is included, with no Agreement Extension, and each Successor Work pays Licensor twenty percent (20%) of its income.

Sync. There is no synchronization under Freemium, Non-Exclusive or Premium. Sync is available only in Exclusive A (Perpetual) and Exclusive B (Ordinary), only through a Synchronization Agreement (USD $50.00 additional; royalties twenty percent (20%) Licensor / eighty percent (80%) Licensee) and only for the authorised Song.

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 may renegotiate 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 and then transitions to Exclusive B (Ordinary) for one (1) additional year, three (3) years in total after the assignment, and may then keep renewing as Exclusive B (Ordinary) at USD $100.00 per year, if the licensee wishes.

Credits. Every release of the Song must read "Prod. by Khris Woo", with "Khris Woo" as producer in the distributor credits field. Every Successor Work, and every New Song under an Agreement Extension, must read "Co-prod. by Khris Woo", with "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 under a FAR Agreement, the "Prod. by Khris Woo" credit is not mandatory.

Publishing. General rule: publishing is split eighty percent (80%) Licensee / twenty percent (20%) Khris Woo, and ASCAP/BMI performance royalties are split fifty percent (50%) / fifty percent (50%), for performance only, without altering the 80/20 publishing split. Exception in this Freemium license: publishing and performance royalties are both split ninety percent (90%) Khris Woo / ten percent (10%) Licensee (Clause 2.10).

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.