Exclusiva A (Perpetua)

Exclusive A (Perpetual) Beat License

Reusable Template | Khris Woo

Beat Title: ______________________________ | Licensee: ______________________________

Summary | Read This First

This box explains the license in plain English. If it differs from Section 2, Section 2 controls.

Exclusive A (Perpetual) Beat License | USD $200.00. One (1) new song using the Beat; a second needs a new license. Delivered: WAV (PCM float32, 32-bit), stems and project bones.

Worldwide, perpetual exclusive term. No cap on streams, downloads or sales; from full payment, not retroactively (Clause 2.5).

Exclusive to you, forever. Licensor takes the Beat off platforms and the store, never resells or licenses it, nor uses it himself for a new song. Licensor keeps copyright (a right of use, not a sale). Earlier non-exclusive buyers keep their licenses and releases.

Removal in seven (7) days. Licensor removes the Beat from platforms and store within seven (7) days after full payment clears, and reports it in writing in that period (Clause 2.5).

No extra royalty on the master. The 20% Successor Work share is separate.

Stems may be reused for new songs | project bones may not. While in effect (forever), you may reuse the stems to make new songs, including by sampling; each is a Successor Work. Stems may not be sold or shared alone. "Project bones" (.flp) may never be reused (Clauses 2.2 and 2.7(i)).

Successor Works | 20% of income to Khris Woo; no Agreement Extension. Khris Woo receives 20% of each Successor Work's income. No Agreement Extension needed; the USD $30.00 one applies only to Premium (Clause 2.12).

Credit is mandatory. Song: "Prod. by Khris Woo"; Successor Work: "Co-prod. by Khris Woo"; distributor: "Khris Woo" as producer/co-producer. Missing/incorrect: thirty (30) days from written notice to correct.

Publishing 80/20; ASCAP/BMI 50/50, performance only. Publishing: Licensee 80% / Khris Woo 20%. ASCAP/BMI performance royalties: 50/50, not changing the 80/20 split.

Tell Licensor when you release. Within seven (7) days after releasing the Song, send its final title, date, distributor, ISRC, link and artist name; for each Successor Work, within seven (7) days of publishing: title, release date, platform, link, artist name. Also notify 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/BMI) within thirty (30) days after release, with the Clause 2.10 splits, and send proof. Account and pay Licensor's share quarterly within thirty (30) days, with a statement.

Highest tier | upgrades pay only the difference. Highest La Línea tier, no upgrade above it; upgrades into it credit what was paid in full.

Sync by addendum only | promotional video allowed. Promotional audiovisual content allowed (video, social clips). Sync (TV, film, trailers, ads, games, commercial podcasts) requires the Synchronization Agreement: USD $50.00, Exclusive A and B only, royalties 80/20, Khris Woo 20% (Clause 2.13).

If you break the terms. First a friendly written notice, then a second and a third, a week apart. If thirty (30) days pass after the last notice with no action, Licensor sends a formal infringement notice and may start takedown (Clauses 2.22 and 2.23). Chargeback, fraud or reversed payment: immediate takedown.

Texas law. Texas law governs (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 go only to your distributor to release the Song. No AI training or voice cloning; effective once full payment clears (Clause 2.11).

Possible future full assignment (FAR) | transition. Licensor may later assign all Beat rights under a Full Assignment of Rights Agreement (FAR Agreement); the assignee then stands in Licensor's place | ownership, publishing and enforcement, incl. over released songs and royalties | and Licensor steps away. You receive notice and renegotiate with the new owner; your license stays valid. If no agreement: Perpetual two (2) years from the assignment, then Exclusive B (Ordinary) one (1) further year | three (3) years total | then renewable as Ordinary at USD $100.00/year, if you wish. The assignee may also contact prior licensees of the Beat to renegotiate terms with them, without terminating or discrediting their licenses, which stay in force on their own terms. Without a FAR assignment, perpetuity is unchanged.

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______________________________

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 $200.00

Order totalUSD $200.00, plus any shipping, taxes or platform fees shown on the order, which are not part of the license fee

1.5 Delivered files

FormatWAV PCM float32

Bit depth32-bit

StemsIncluded | trackout stems of the Beat

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

1.6 License type

TypeExclusive A (Perpetual) Beat License | Exclusive

Price tierUSD $200.00

IncludesEverything in the Premium license (WAV 32-bit, trackout stems and project bones), plus perpetual exclusivity over the Beat, as set out in Section 1.7

1.7 Term and territory

TerritoryWorldwide

TermPerpetual exclusivity, with no time limit, from the date the full license fee is paid (not retroactive), as set out in Clause 2.5. No renewal and no expiry (subject only to the FAR transition in Clause 2.24(g))

ScopeOne (1) new song using the Beat, plus stem reuse for Successor Works under Clauses 2.2, 2.7(i) and 2.12

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

2. Operative Terms

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

2.1 Grant of license

Licensor grants Licensee an exclusive, worldwide license to use the Beat to create and release one (1) new Song, and to distribute and perform the Master of that Song, subject to this license and Clause 2.5's perpetual exclusivity. This license covers that one Song only, except for stem Successor Works (Clauses 2.2, 2.7(i) and 2.12). Exclusivity is a right of use only, not a sale of the Beat (Clause 2.6).

2.2 Delivered files | WAV, stems and project bones

The Beat is delivered as a WAV file in PCM float32, 32-bit format, together with its trackout stems and project bones, so Licensee can mix and produce the authorised Song, subject to Clause 2.7(i). Stem reuse for Successor Works needs no Agreement Extension under this license (Clause 2.12).

Stem reuse | Successor Works. While this license is in effect (perpetually, forever), Licensee may reuse the stems to make new songs, including by sampling them; each is a "Successor Work", and Licensor receives twenty percent (20%) of all income from each one (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 may not resell or share the project file, or reuse it for any other song, beat or production; the stem-reuse right never applies to the project bones.

2.3 No stream or sales cap

There is no 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 of the Song under this license. Publishing shares are in Clause 2.10; the 20% Successor Work share (Clause 2.12) is separate.

2.5 Exclusive A (Perpetual) Beat License | no time limit

Perpetual term | no expiry. The exclusivity under this license is perpetual: it has no time limit and lasts forever, from the date the full license fee has cleared. It is not retroactive. There is no renewal and no expiry.

Exclusive to Licensee, forever. For the entire perpetual duration of this license, the Beat is exclusive to Licensee. Licensor shall remove the Beat from platforms and his store, shall not sell, offer or license it to anyone else, ever, and shall not use it himself for a new song. Licensor retains ownership and copyright (Clause 2.6); it is a right of use, not a sale or assignment.

Removal and report | seven (7) days. Licensor will remove the Beat from the platforms and the store within seven (7) days after full payment has cleared, and will report that removal to Licensee in writing within that period.

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

No renewal, no expiry, no recovery of the Beat. Perpetual exclusivity never expires and is never renewed. Licensor does not recover the Beat and may never sell or license it again. These rights can end only as stated in this license, such as termination for breach (Clauses 2.22 and 2.23) or for non-payment (Clause 2.11) or the FAR transition in Clause 2.24(g).

2. Operative Terms (continued)

2.6 Ownership retained

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

2.7 Restrictions

Licensee may not: (a) sell, give away, sublicense or otherwise transfer the Beat on its own, without Licensee's vocals, in whole or in part; (b) claim authorship or ownership of the Beat as a standalone instrumental, or register the Beat itself as Licensee's own work; (c) use the Beat itself for a second, different song under this license (stem reuse for a Successor Work under Clause 2.7(i) is not a use of the Beat itself for this purpose); (d) sell, lend, transfer or assign this personal license to another person | the sole exception is providing it to Licensee's distributor solely so the distributor can release the Song; (e) use the Beat, or any part of it, to create a sample pack, loop pack or competing beat, to train a machine-learning or AI model, or to clone any voice; or (f) edit the Beat into a new instrumental and present it as an original production; (g) mint, sell or offer the Beat or the Song as or in a non-fungible token (NFT), or include the Beat in any dataset for training artificial intelligence or machine-learning models; or (h) create or use a deepfake or synthetic replica of the voice or image of Khris Woo; or (i) sell, give away, lend, share or sublicense the trackout stems or the project bones, in whole or in part, on their own or separately from the Song or a Successor Work, use them for any song other than the authorised Song or a Successor Work, or use them to create another beat or production, except as this item allows | the project bones may be used only to mix and produce the authorised Song and may never be reused for a new creation; the stems may also be used to mix and produce the authorised Song and, while this license remains in effect (perpetually, forever), Licensee may reuse the stems to create new songs, including by sampling the stems, with no Agreement Extension required; each such creation is a Successor Work, subject to Licensor's twenty percent (20%) share of its income under Clause 2.12; this reuse does not authorise a sample pack, loop pack or competing beat under Clause 2.7(e), and the stems themselves still may not be sold, given away, lent, shared or sublicensed on their own.

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 also 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 for a Successor Work, Licensee shall enter "Khris Woo" as co-producer in the producer name field. Licensee shall not remove, alter, or obscure either credit. If the credit is missing or incorrect on a release of the Song or of 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.

2. Operative Terms (continued)

2.10 Publishing and ASCAP/BMI performance royalties

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

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

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

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

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

2.11 Price, payment and effectiveness

The license fee for this license is USD $200.00. Any shipping, taxes or platform fees charged on the order are not part of the license fee and do not count as credit toward an upgrade under Clause 2.12. This license takes effect when the full license fee has been received and has cleared. If payment fails, is reversed or is charged back, the rights granted here do not vest, or, if they have vested, they terminate until full payment is restored. If there is a chargeback, payment fraud or a reversed payment, Licensor may initiate an immediate takedown under Clause 2.23 without following the notice procedure in Clause 2.22, and Licensee shall stop new exploitation of the Song until full payment is restored.

2. Operative Terms (continued)

2.12 Upgrade and stem reuse | pay only the difference

This is the highest La Línea tier; there is no upgrade above it.

Upgrade into Exclusive A (Perpetual) Beat LicenseAlready paidAmount due

From Freemium$0.00$200.00

From Non-Exclusive$29.99$170.01

From Premium$50.00$150.00

From Exclusive B (Ordinary)$100.00$100.00

From Custom Composition$300.00$100.00

Reached by upgrade, only the difference is paid; fees already paid for this Beat are credited in full (shipping, taxes and platform fees are not). An upgrade must be agreed in writing; once paid in full it replaces the prior license (lawful releases stay lawful), the Beat must still be available, and exclusivity runs from payment, not retroactively. Stem reuse under Exclusive A | no Agreement Extension; 20% to Licensor. While in effect (perpetually, forever), Licensee may reuse the stems for new songs, including by sampling; each is a Successor Work, and shall pay Licensor twenty percent (20%) of each one's income, quarterly in thirty (30) days, with a statement. Each Successor Work carries the Clause 2.9 credit ("Co-prod. by Khris Woo"; distributor co-producer: "Khris Woo"; same thirty (30) day correction period) and the Clause 2.15 notices (seven (7) days after publishing it: title, date, platform, link, artist name; and seven (7) days after any Content ID claim, takedown or dispute). The USD $30.00 Agreement Extension (LL-EXT-2026) applies only to Premium; this right never covers project bones. FAR Agreement. If Licensor assigns all rights in the Beat under a FAR Agreement, this license remains in force with the assignee as the new Licensor; the FAR transition rule applies to Perpetual licences.

2.13 Sync not included | Synchronization Agreement addendum

Licensee may create and publish audiovisual content to promote the Song: a music video, lyric videos, live sessions, behind-the-scenes and social clips. No sync or master-use rights are included; sync for the Song (TV, film, trailers, advertising, video games, commercial podcasts) is available only for Exclusive A and B via a separate Synchronization Agreement (written addendum), USD $50.00, agreed and paid in full before use, authorised Song only, royalties Licensee 80% / Khris Woo 20%; without it, sync is prohibited. The Synchronization Agreement does not extend or renew this license.

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, and may not claim Content ID ownership of the Beat. Clause 2.15 notices also apply to each Successor Work.

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 Section 1 address suffices) with its final title, release date, distributor, ISRC, link and artist name. (b) Successor Work release notice. Within seven (7) days after publishing each Successor Work, Licensee shall notify Licensor in writing (email as in (a) suffices) with its final title, release date, platform, link and artist name.

(c) Claims and disputes. Licensee shall notify Licensor in writing within seven (7) days of learning of any Content ID claim, takedown, strike, dispute or third-party claim concerning the Song, a Successor Work or the Beat. (d) Updates. Licensee shall promptly update Licensor in writing if the Song's or a Successor Work's title, ISRC, link, platform or distributor changes.

2. Operative Terms (continued)

2.16 Lawful use | no partnership or affiliation

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

2.17 Name, marks and endorsement

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

2.18 Licensor portfolio use

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

2.19 Licensee warranties

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

2.20 Indemnification

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

2.21 Limitation of liability | Beat provided as is

The Beat and the delivered files are provided "as is", without warranties of any kind beyond what is expressly stated in this license. To the fullest extent allowed by Texas law, Licensor's total liability under or in connection with this license shall not exceed the license fee actually paid, USD $200.00. In no event shall Licensor be liable for indirect, incidental, consequential, special or lost-profit damages.

2. Operative Terms (continued)

2.22 Breach, notices and opportunity to cure or renegotiate

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

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

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

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

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

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

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

2. Operative Terms (continued)

2.23 Infringement notice and platform takedown

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

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

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

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

2.24 Governing law | State of Texas | and general provisions

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

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

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

2. Operative Terms (continued)

2.24 Governing law (continued)

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

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

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

(g) Possible future full 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), on terms negotiated case by case. If such an assignment takes effect, the assignee steps into Licensor's place as rights holder for the Beat | ownership, publishing and the power to enforce the rights in the Beat, including in respect of songs already released using the Beat and royalties arising from them | and Licensor steps away from the Beat entirely and retains no rights in it under that assignment. A full assignment under this paragraph does not terminate lawful licenses already granted before it takes effect, including this license: each such license continues in force, with the assignee as the new rights holder for its purposes, and, for this license, subject to the notice, renegotiation and transition in this paragraph (g). The assignee may also contact licensees to whom a license of the Beat was already granted to renegotiate terms with them, without terminating or discrediting their licenses, which remain in force on their own terms. Notice and renegotiation. If such an assignment takes effect, Licensee shall be given notice of the assignment. Licensee shall then renegotiate the terms of this license with the assignee. The assignment does not discredit this license: this license remains valid and does not lose its value by reason of the assignment alone. Transition if no agreement is reached. If Licensee and the assignee do not reach agreement, then, for this license only and notwithstanding the perpetual term stated elsewhere in this license: (i) this license continues as an Exclusive A (Perpetual) license for two (2) years from the date the assignment takes effect; (ii) it then transitions to an Exclusive B (Ordinary) license for one (1) further year, on the terms of the Ordinary license; and (iii) after those three (3) years in total after the assignment, Licensee may continue to renew as an Ordinary license at USD $100.00 per additional year, if Licensee wishes, on the normal renewal terms of Exclusive B (Ordinary). Perpetuity unaffected without an assignment. This transition applies only if a full assignment under a FAR Agreement takes effect; while no such assignment has taken effect, the perpetual term of this license remains fully in force without limit. This paragraph does not itself assign anything; any assignment takes effect only under the separate signed FAR Agreement.

Appendix | La Línea License Tiers

For reference only. This license is the highest La Línea tier. The tables and notes in this appendix summarise the whole La Línea license system for reference. This appendix creates no rights: if this appendix and a license or agreement differ, that license or agreement controls.

Freemium | $0Free sample, MP3 192 kbps. Social media and YouTube only, published directly by the artist, non-commercial, no monetization, no distributors or streaming stores. One (1) year only, revocable in writing at any time; one per Beat per licensee. No royalties paid to the artist (beat used free).

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

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

Exclusive B (Ordinary) | $100Everything in Premium, plus exclusivity for one (1) year: Beat removed from platforms and the store, not resold or relicensed, Licensor does not use it himself for a new song. Renewal USD $100.00/year (one (1) more year each), on written notice and full payment before expiry; removal within seven (7) days, reported in writing. If the term ends without renewal, Licensor recovers the Beat and may sell it again; Licensee stops new exploitation, without prejudice to the Song already released lawfully.

Exclusive A (Perpetual) Beat License | $200This license. Everything above, forever: no renewal, no expiry; Licensor never resells or relicenses the Beat, nor uses it for a new song; copyright retained (right of use, not a sale). Removal in seven (7) days, reported in writing. Stems reusable for Successor Works, forever, no Agreement Extension; 20% of each Successor Work's income to Licensor; project bones not reusable. Sync not included; available (A and B only) via separate Synchronization Agreement, USD $50.00, royalties 80/20 (Licensor 20%). FAR transition (Clause 2.24(g)): on a FAR assignment, Licensee gets notice and renegotiates with the new owner, license not discredited; if no agreement: Perpetual two (2) years, then Ordinary one (1) more year (three (3) years total from the assignment), then renewable as Ordinary (USD $100.00/year) if Licensee wishes.

Custom Composition Beat License | USD $300.00A beat composed from scratch on commission for the client. It includes everything in the Exclusive B (Ordinary) license. The client brings an idea that is 50% or more formed. First draft (primera maqueta) in five (5) days, four (4) revisions included, and payment in two halves: USD $150.00 plus USD $150.00. Each additional revision costs USD $25.00, bought with a Revision Extender. Upgrade to Exclusive A (Perpetual): USD $100.00.

Agreement Extension | USD $30.00USD $30.00 for each additional new song (one (1) track). It applies only to one specific Premium license, and never to Exclusive A or Exclusive B, where reuse of the stems is already included. The new song authorised by an extension (the New Song) pays Licensor twenty percent (20%) of all income it generates, in addition to the publishing split of 80% Licensee / 20% Khris Woo.

Synchronization Agreement | USD $50.00 additionalSynchronization for the authorised Song only (TV, film, trailers, advertising, video games, commercial podcasts), available only on Exclusive A and Exclusive B, through this separate agreement, agreed and paid in full before the sync use. Sync royalties are split 20% Licensor / 80% Licensee. The Synchronization Agreement does not extend or renew the base license.

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

Full Assignment of Rights (FAR) | NegotiatedA total assignment of the Beat, not a license. The price is negotiated case by case and there is no store price. The assignee receives everything, and Licensor (Khris Woo) steps away from the Beat completely. No license prevents the assignment: every licensee is notified, and a Perpetual licensee follows the transition rule in the notes on page 14.

Appendix (continued) | Upgrades, Renewal and System Rules

For reference only. This page completes the appendix on page 13.

Upgrade ladder | Pay only the difference

An upgrade never charges the full price again: the licensee pays only the difference.

FromTo Non-ExclusiveTo PremiumTo Exclusive BTo Exclusive A

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

Non-Exclusive | USD $29.99Already heldUSD $20.01USD $70.01USD $170.01

Premium | USD $50.00Not applicableAlready heldUSD $50.00USD $150.00

Exclusive B | USD $100.00Not applicableNot applicableAlready heldUSD $100.00

Custom Composition | USD $300.00Not applicableNot applicableIncludedUSD $100.00

Renewal | Exclusive B (Ordinary)

An Exclusive B (Ordinary) license is renewed at USD $100.00 for each additional year. If the year ends without renewal, Licensor recovers the Beat and may sell it again, and Licensee stops new exploitation of the Beat, without prejudice to the Song already released lawfully.

System rules in short

Stems and project bones. Trackout stems are included in Exclusive A and Exclusive B, and reuse of the stems for new songs (Successor Works) is included during the term (in Exclusive A, perpetually); each Successor Work pays Licensor 20% of all income it generates. The project bones (the FL Studio .flp file) may never be reused for new creations. Under Premium, reuse of the stems for a new song requires an Agreement Extension (USD $30.00 per new song).

Synchronization. Sync is prohibited under Freemium, Non-Exclusive and Premium. It is available only on Exclusive A and Exclusive B, only for the authorised Song, through a separate Synchronization Agreement for USD $50.00 additional, with sync royalties split 20% Licensor / 80% Licensee. The Synchronization Agreement does not extend or renew the base license.

FAR transition for a Perpetual licensee. If the Beat is assigned under a Full Assignment of Rights (FAR) Agreement, the Perpetual licensee receives notice of the assignment and renegotiates with the new owner, without the assignment discrediting this license, which remains valid. If no agreement is reached, the licensee keeps the Perpetual license for two (2) years and then transitions to an Ordinary license for one (1) additional year: three (3) years in total after the assignment. After that, the licensee may keep renewing as Ordinary at USD $100.00 per year, renewing normally, if the licensee wishes.

Credits. Every release of the Song carries the credit "Prod. by Khris Woo", and Khris Woo in the distributor producer field. A missing or wrong credit must be corrected within thirty (30) days of written notice before it is a breach. Successor Works carry the credit "Co-prod. by Khris Woo", with Khris Woo as co-producer in the distributor field. After a FAR assignment, the "Prod. by Khris Woo" credit is not mandatory for the new owner.

Publishing. Publishing is split 80% Licensee / 20% Khris Woo in general. ASCAP/BMI performance royalties are split 50/50, and that 50/50 applies to performance royalties only.

3. Signatures

Licensor signs below. Licensee accepts by legal name; no handwritten Licensee signature is used.

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.