Composición a la medida

LA LÍNEA

LICENSING AND AGREEMENTS BUREAU

Custom Composition 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.

Custom Composition Beat License | USD $300.00 | a beat made from scratch for you. This is not a catalogue beat. Licensor composes one (1) new beat from zero, to your brief, and you may release one (1) new song using it. Delivered at final delivery: 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.

It includes the Exclusive B (Ordinary) Beat License. Everything in Exclusive B applies to the finished Beat: worldwide, unlimited streams, downloads and sales, and exclusivity for one (1) year from full payment, not retroactively (Clause 2.5).

You must bring an idea that is already 50% or more formed. References, style, BPM, key, mood, structure, or whatever you have formed. The commission is accepted only after a brainstorming session between you and Licensor confirms the idea is 50% or more formed and the scope is agreed in writing (Clause 2.25).

First draft in five (5) days; four (4) revisions included. The first draft is delivered five (5) days after the order and the brainstorming session. Four (4) revisions are included. Final delivery depends on how long the revisions take: final files are delivered when the last included revision (of the four (4) included revisions) is approved by you and the remaining balance of USD $150.00 (the second payment of the 50/50 payment, Clause 2.11) has been paid and has cleared (Clause 2.26).

Exclusive to you during that year. Because the Beat is created new for you, it has never been sold or licensed before. Licensor does not sell or license it to anyone else, and does not use it himself for a new song, while the exclusivity lasts. Licensor keeps copyright: exclusivity is a right of use, not a sale.

Renewal and removal | confirmed. (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. The USD $30.00 Agreement Extension applies only to Premium (Clause 2.12).

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Summary | Read This First (continued)

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 this license. To Exclusive A (Perpetual) Beat License (USD $200.00), USD $100.00 is due, because this license already includes Exclusive B (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 steps into Licensor's place as holder (ownership, publishing and the power to enforce the rights, including over songs already released and their royalties), and Licensor withdraws from the Beat completely. Licences already lawfully granted are not ended: this license stays in force on its own terms, with the assignee as the new holder (Clause 2.24(g)). The assignee may also contact the licensees to whom a licence of the Beat has already been granted to renegotiate terms with them, without terminating or discrediting their licences, which remain in force on their own terms. If a total assignment occurs, Licensee receives notice of the assignment and renegotiates with the new owner, without this license being terminated or discredited: this license remains valid on its own terms, including everything in the Exclusive B (Ordinary) Beat License.

Payment is 50/50. USD $150.00 (50%) is paid when the order is created, before production begins; the remaining USD $150.00 (50%) is paid after the last included revision is approved. The license and the exclusivity take effect when the full USD $300.00 has cleared (Clause 2.11).

If you abandon the commission, half of what you paid comes back. If you have paid the first USD $150.00 and then abandon the commission, or never approve a revision, Licensor refunds fifty percent (50%) of the amount paid, USD $75.00, and keeps USD $75.00. The abandonment and the refund are recorded in writing. If you later want to continue after abandoning, you must pay the full fee again, USD $300.00. Delivery deadlines are counted on Licensor's calendar, and Licensor's calendar controls (Clauses 2.11 and 2.26(f)).

Extra revisions cost USD $25.00 each. Revisions beyond the four (4) included cost USD $25.00 per additional revision, each one under its own "Revision Extender", agreed in writing and paid in full before that additional revision begins (Clause 2.26).

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License Code and Verification

1. License Details

1.1 Licensor

Legal nameCristhopher Alexander Padilla Escobar

Artist nameKhris Woo

LabelLa Línea

LocationFort Worth, Texas, USA

[email protected]

1.2 Licensee

Legal name______________________________

Artist name______________________________

Location______________________________

Email______________________________

1.3 Beat

Title______________________________ (title of the custom beat, once composed)

Collection______________________________

TypeCustom composition | composed from scratch for Licensee, not a catalogue beat

Genre______________________________

Tempo______________________________

Key______________________________

Meter______________________________

Duration______________________________

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1. License Details (continued)

1.4 Order and price

Order______________________________

StoreLa Línea Shopify store

Date______________________________

SKU______________________________

License feeUSD $300.00

Order totalUSD $300.00, plus any shipping, taxes or platform fees shown on the order, which are not part of the license fee

Payment timing50/50 | USD $150.00 on creation of the order, before production; USD $150.00 after approval of the last included revision (Clause 2.11)

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

DeliveryFirst draft five (5) days after the order and the brainstorming session; final files on approval of the last included revision (Clause 2.26)

1.6 License type

TypeCustom Composition Beat License | includes Exclusive B (Ordinary) Beat License

Price tierUSD $300.00

IncludesOne (1) beat composed from scratch for Licensee, plus everything in the Exclusive B (Ordinary) Beat License (WAV 32-bit, trackout stems, project bones and one (1) year of exclusivity)

CommissionClient idea 50% or more formed; brainstorming session and written scope before production; four (4) revisions included (Clauses 2.25 and 2.26)

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

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2. Operative Terms

The Licensor and Licensee identified in Section 1 agree as follows. "Beat" means the custom instrumental composed under this license and 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). The Beat is composed from scratch for Licensee under Clauses 2.25 and 2.26; no catalogue beat is licensed under this document.

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, included in this license

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 if it was ever listed, 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. Because the Beat is composed new under this license, it has not previously been sold or licensed; the rule for earlier licenses in the next paragraph is stated for completeness.

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.

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2. Operative Terms (continued)

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.

2.6 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. Composing the Beat to Licensee's brief does not transfer copyright, and Licensee acquires no ownership of the Beat, its stems or its project bones.

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.

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2. Operative Terms (continued)

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.

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2. Operative Terms (continued)

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.

2.10 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 and commission fee for this license is USD $300.00. Any shipping, taxes or platform fees charged on the order are not part of the fee and do not count as credit toward an upgrade under Clause 2.12. This license takes effect when the full 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.

Payment in two parts | 50/50. Licensee shall pay USD $150.00 (fifty percent, 50%) when the order is created, before Licensor begins production of the Beat, and the remaining USD $150.00 (fifty percent, 50%) after the last included revision is approved by Licensee under Clause 2.26. The exclusivity and the license rights in Section 2 run from the date the full USD $300.00 has been received and has cleared, as stated above and in Clause 2.5.

Abandonment by Licensee | refund of fifty percent (50%). If Licensee has paid the first USD $150.00 and then abandons the commission, or never approves a revision, Licensor shall refund fifty percent (50%) of the amount paid, that is USD $75.00, and shall retain the remaining USD $75.00. The abandonment and the refund shall be recorded and acted on in writing. If Licensee later wishes to continue the commission after an abandonment, Licensee shall pay the full fee again, USD $300.00, as stated in Clause 2.26(f). All delivery deadlines under this license are counted according to Licensor's calendar, and Licensor's calendar controls.

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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 stated in this clause. Fees already paid for this Beat by this Licensee are credited as stated here; shipping, taxes and platform fees are not credited.

Upgrade from this license ($300.00 paid, includes Exclusive B)Tier priceAmount due

Exclusive A (Perpetual) Beat License$200.00$100.00

The USD $100.00 amount due reflects that this license already includes the Exclusive B (Ordinary) Beat License: the upgrade buys perpetuity only. 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. The perpetual exclusivity runs from the date the upgrade is paid in full, not retroactively. Licenses previously granted to other artists are not cancelled.

FAR Agreement. 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 the assignment does not terminate, shorten or discredit this license. 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 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. 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.

2.13 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 the Exclusive B (Ordinary) Beat License, which this license includes.

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.

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2. Operative Terms (continued)

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.

2.16 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.

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2. Operative Terms (continued)

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 fee actually paid, USD $300.00. In no event shall Licensor be liable for indirect, incidental, consequential, special or lost-profit damages.

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.

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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.

(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.

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2. Operative Terms (continued)

(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 total assignment | FAR Agreement. Licensor may later 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 holder of the Beat (ownership, publishing and the power to enforce the rights in the Beat, including over songs already released that use the Beat and their royalties), and Licensor withdraws from the Beat completely, retaining no rights in it. A total assignment does not terminate licences already lawfully granted, including this license, which remain in force on their own terms, with the assignee as the new holder. The assignee may also contact the licensees to whom a licence of the Beat has already been granted to renegotiate terms with them, without terminating or discrediting their licences, which remain in force on their own terms. On a total assignment, Licensee shall receive notice of the assignment and shall renegotiate with the assignee, as the new holder, without this license being terminated or discredited: this license remains valid on its own terms, including everything in the Exclusive B (Ordinary) Beat License.

2.25 Custom commission | the client's idea must be 50% or more formed

(a) A beat from scratch. Under this license Licensor composes one (1) new beat from zero for Licensee, to Licensee's brief. No existing or catalogue beat is delivered under this license, and no other client receives this Beat during the Exclusivity Term.

(b) Client idea | 50% or more formed. Before production begins, Licensee must bring a concrete idea that is already fifty percent (50%) or more formed. That idea may include, as available: reference tracks or sounds, style and genre, tempo (BPM), key or tonality, mood, structure, instrumentation, or any other element Licensee has already formed. A vague request with no formed direction does not meet this requirement.

(c) Brainstorming session and written scope. The commission is accepted only after a brainstorming session between Licensor and Licensee, in which Licensor confirms that the idea is fifty percent (50%) or more formed and the parties agree the scope of the commission in writing: the direction, the elements in paragraph (b) that apply, and the Song the Beat is being composed for. Production does not begin until that written scope exists.

(d) Scope limits. Licensor's obligation is to compose the Beat described in the written scope. A request that changes the agreed direction, genre, structure or purpose is a new scope, and must be agreed in writing before Licensor works on it; it is not a revision under Clause 2.26.

2.26 Production timeline and revisions | first draft in five (5) days, four (4) revisions

(a) First draft. Licensor will deliver the first draft of the Beat five (5) days after both of the following have happened: the order is placed, and the brainstorming session in Clause 2.25(c) has taken place with the written scope agreed. If either has not happened, the five (5) day period has not started.

(b) Four (4) revisions included. This license includes four (4) revisions of the Beat. A revision is one round of changes requested by Licensee in a single written message or session, within the written scope in Clause 2.25(c), which Licensor then applies and returns for review. Each revision round moves the final delivery date accordingly.

(c) Final delivery depends on the revisions. There is no fixed calendar date for final delivery. Final delivery is made when the last included revision is approved by Licensee in writing and the remaining fifty percent (50%) balance in Clause 2.11 has been paid and has cleared, and consists of the files in Section 1.5: the WAV file (PCM float32, 32-bit), the trackout stems and the project bones. Drafts and revision files delivered during production are working files for review only; the license rights in Section 2 attach to the Beat as finally delivered, and Licensee may not release a draft or an unapproved revision as the Song. "Last included revision" means the last of the four (4) included revisions in paragraph (b) that Licensee requests and approves.

(d) Licensee feedback. Licensee shall give revision feedback in writing, grouped in one message per round, so each round counts once against the four (4) included revisions. Silence is not approval: a revision is approved only when Licensee says so in writing.

(e) Additional revisions | USD $25.00 each, with a Revision Extender. If Licensee wants revisions beyond the four (4) included in paragraph (b), each additional revision costs USD $25.00. Each additional revision requires its own "Revision Extender": a separate written agreement for that one additional revision, agreed in writing and paid in full (USD $25.00) before that additional revision begins. One Revision Extender covers one (1) additional revision round only, on the same terms as paragraph (b). An additional revision under a Revision Extender is not one of the four (4) included revisions in paragraph (b), and approval of an additional revision does not delay final delivery under paragraph (c), unless the parties agree otherwise in writing.

(f) Cancellation and abandonment by Licensee. If Licensee abandons the commission after paying the first USD $150.00, or never approves a revision, the commission is treated as abandoned: Licensor shall refund USD $75.00, fifty percent (50%) of the amount paid, and shall retain USD $75.00, as stated in Clause 2.11. The abandonment and the refund shall be recorded in writing. If Licensee later wishes to continue after the abandonment, Licensee shall pay the full fee, USD $300.00, before production resumes. The delivery deadlines in this clause are counted according to Licensor's calendar, and Licensor's calendar controls.

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Appendix | La Línea License Tiers

For reference only. This license is the Custom Composition Beat License. The higher tier is available by upgrade under Clause 2.12, paying only the difference stated there.

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 | $100Everything in Premium, plus exclusivity for one (1) year: the Beat is removed from the platforms and the store within seven (7) days and is not sold or licensed again while the term lasts. Renewal at USD $100.00 per additional year. 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 for USD $50.00 plus synchronization royalties split 20% Licensor / 80% Licensee.

Exclusive A (Perpetual) Beat License | $200Everything in Exclusive B, 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 on a total assignment (FAR): if the Beat is assigned in full under a Full Assignment of Rights Agreement (FAR Agreement), the Perpetual licensee receives notice, renegotiates with the new owner, and if no agreement is reached keeps the Perpetual license for two (2) years and then transitions to Ordinary for one (1) additional year (three (3) years in total after the assignment), and may then keep renewing as Ordinary at USD $100.00 per year if that licensee wishes (see the Exclusive A (Perpetual) Beat License and the FAR Agreement).

Custom Composition Beat License | $300This license. A beat composed from scratch for the client, including the full Exclusive B (Ordinary) Beat License above. Client idea 50% or more formed, confirmed in a brainstorming session with written scope; first draft five (5) days after the order and that session; four (4) revisions included; final delivery on approval of the last included revision and payment of the remaining USD $150.00 balance. Upgrade to Exclusive A (Perpetual) Beat License: USD $100.00 (Clause 2.12).

Continued on the next page: additional agreements, the full upgrade ladder, renewal and key rules.

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Appendix (continued) | Additional Agreements, Upgrades and Key Rules

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

Additional agreements

Agreement Extension | USD $30.00USD $30.00 for each additional new song (one (1) track), under one (1) specific Premium license only; never under Exclusive A or Exclusive B. The new song (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%) Licensor.

Synchronization Agreement | USD $50.00 additionalAn additional USD $50.00, available only under the Exclusive A (Perpetual) and Exclusive B (Ordinary) Beat Licenses, and only for the one (1) authorised Song. Synchronization royalties are split twenty percent (20%) to Licensor and eighty percent (80%) to Licensee.

Revision Extender | USD $25.00One (1) additional revision under the Custom Composition Beat License, beyond the four (4) revisions included. Each additional revision is agreed in writing and paid in full (USD $25.00) before that additional revision begins.

Full Assignment of Rights (FAR) | NegotiatedA total assignment of all rights in a 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.

Upgrade ladder | pay only the difference

An upgrade costs only the difference between the price already paid and the price of the higher tier. All amounts in USD.

From (price already paid)To Non-ExclusiveTo PremiumTo Exclusive BTo Exclusive A

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

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

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

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

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

Renewal and key rules

Renewal. Exclusive B (Ordinary) renews at USD $100.00 for each additional year.

Stems. In Premium, the trackout stems may be used to create a new song only with an Agreement Extension (USD $30.00 for each new song). In Exclusive A and Exclusive B, reuse of the stems for Successor Works is included, and each Successor Work pays Licensor twenty percent (20%) of its income.

Synchronization. No synchronization under Freemium, Non-Exclusive or Premium. Synchronization is available only under Exclusive A and Exclusive B, through a separate Synchronization Agreement, and only for the authorised Song.

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

Credits. The Song carries "Prod. by Khris Woo" on all platforms, with "Khris Woo" in the producer field at the distributor; a missing or incorrect credit must be corrected within thirty (30) days. Each Successor Work carries "Co-prod. by Khris Woo".

Publishing. Eighty percent (80%) to Licensee and twenty percent (20%) to Licensor (Khris Woo) in general. ASCAP/BMI performance royalties are split 50/50, for performance only.

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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.

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