No Exclusiva

Non-Exclusive Beat License

Reusable Template | Khris Woo

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.

One new song. You may release one (1) new song using the Beat. A second, different song needs a new license.

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

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

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

Credit is mandatory. Every release must read “Prod. by Khris Woo”, and distributors must list Khris Woo in the producer name field.

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

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

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

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

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

No sync | promotional video allowed. You may make audiovisual content to promote the Song, including an official music video, lyric videos, live sessions, behind-the-scenes content, social media clips and similar promotional content. No sync: no use in TV, film, trailers, advertising, video games or commercial podcasts, and no other synchronization use, without a separate written sync license.

If you break the terms. Licensor first sends a friendly written notice to try to renegotiate terms that balance the violation, then a second written notice one (1) week later, then a third written notice one (1) week after that. If thirty (30) days pass after the last notice with no action or response from you, Licensor will send a formal notice of infringement of the terms of use and may start a takedown on the platforms (Clauses 2.22-2.23).

Texas law. This license is governed by the laws of the State of Texas, USA (Clause 2.24).

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

License Code and Verification

1. License Details

1.1 Licensor

Legal nameCristhopher Alexander Padilla Escobar

Artist nameKhris Woo

LabelLa Línea

LocationFort Worth, Texas, USA

Emailkhriswoo@hotmail.com

1.2 Licensee

Legal name____________________

Artist name____________________

Location____________________

Email____________________

1.3 Beat

TitleTemplate beat title

Collection____________________

Type____________________

Genre____________________

Tempo____________________

Key____________________

Meter____________________

Duration____________________

1. License Details (continued)

1.4 Order and price

Order#____________

StoreLa Línea Shopify store

Date____________________

SKUKW-BEAT-___-NONEXCLUSIVE

License feeUSD $29.99

Order totalUSD $29.99

1.5 Delivered file

FormatWAV PCM float32

Bit depth32-bit

StemsNot included

1.6 License type

TypeNon-exclusive

1.7 Term and territory

TerritoryWorldwide

TermPerpetual

ScopeOne (1) new song

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

2. Operative Terms

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

2.1 Grant of license

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

2.2 Delivered file

The Beat is delivered as a WAV file in PCM float32, 32-bit format. No trackout stems and no project files are included; they were not part of the purchased option and are available only under the Premium tier or higher.

2.3 No stream or sales cap

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

2.4 No additional royalty on the Master

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

2.5 Non-exclusive nature

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

2.6 Ownership retained

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

2.7 Restrictions

Licensee may not: (a) sell, give away, sublicense or otherwise transfer the Beat on its own, without Licensee’s vocals, in whole or in part; (b) claim authorship or ownership of the Beat as a standalone instrumental, or register the Beat itself as Licensee’s own work; (c) use the Beat for a second, different song under this license; (d) sell, lend, transfer or assign this personal license to another person | the sole exception is providing it to Licensee’s distributor solely so the distributor can release the Song; (e) use the Beat, or any part of it, to create a sample pack, loop pack or competing beat, to train a machine-learning or AI model, or to clone any voice; or (f) edit the Beat into a new instrumental and present it as an original production; (g) mint, sell or offer the Beat or the Song as or in a non-fungible token (NFT), or include the Beat in any dataset for training artificial intelligence or machine-learning models; or (h) create or use a deepfake or synthetic replica of the voice or image of Khris Woo.

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.

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. Operative Terms (continued)

2.11 Price, payment and effectiveness

The license fee for this license is USD $29.99. Any 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.

2.12 Upgrade | pay only the difference

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

Upgrade from this license ($29.99 paid)Amount due

Premium | $50.00$20.01

Exclusive B (Ordinary) | $100.00$70.01

Exclusive A (Perpetual) | $200.00$170.01

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

2.13 No sync license included | promotional audiovisual content allowed

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

This license includes no synchronization or master-use license for television, film, trailers, advertising, video games, podcasts for commercial use, or any other synchronization use. Any such sync or other synchronization use requires a separate written license from Licensor, on terms agreed in advance.

2.14 Registration of the Song

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

2. 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 Licensee learns of any Content ID claim, takedown, strike, dispute or third-party claim concerning the Song or the Beat.

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

2.16 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. Operative Terms (continued)

2.19 Licensee warranties

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

2.20 Indemnification

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

2.21 Limitation of liability | Beat provided as is

The Beat and the delivered file are provided “as is”, without warranties of any kind beyond what is expressly stated in this license. To the fullest extent allowed by Texas law, Licensor’s total liability under or in connection with this license shall not exceed the license fee actually paid, USD $29.99. 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. § 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. § 512(g) unless the owner files a court action, and that knowingly misrepresenting a claim can create liability under 17 U.S.C. § 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. Operative Terms (continued)

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. §§ 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. & Com. Code §§ 17.41 et seq., in particular § 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. & Com. Code Chapter 322, in particular § 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. & Com. Code § 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 § 16.004(a)(3) (four years for debt) and the residual period in § 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. & Rem. Code § 38.001(b)(8), following the procedure in § 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 signed in its final version, is the entire agreement between Licensor and Licensee for the Beat under the applicable order 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.

Appendix | La Línea License Tiers

For reference only. This license is the Non-Exclusive tier; the other tiers are available by upgrade under Clause 2.12, paying only the difference. Store availability today: in the Shopify store, only the Non-Exclusive license and the Freemium free sample are available now. The store options Trackout Stems, Exclusive License and Full Transfer of Rights are marked “Coming soon” and cannot be selected today. Premium, Exclusive B (Ordinary) and Exclusive A (Perpetual) below are La Línea tiers available by upgrade under Clause 2.12; they are not active products in the Shopify store today.

Freemium | $0Free sample, MP3 192 kbps, available in the Shopify store today. Social media and YouTube use only, No royalties are paid to the artist, because the beat is used free of charge, no commercial distribution to streaming stores.

Non-Exclusive | $29.99This license, available in the Shopify store today: WAV 32-bit, one new song, worldwide, perpetual, unlimited streams and sales.

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

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

Exclusive A (Perpetual) | $200Everything above, with no time limit. Forever. Licensor retains copyright ownership of the Beat; the exclusivity is a right of use, not a sale of the Beat.

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

Legal Name in Full

p/k/a Artist Name in Full

Date: ____________________

Executed as of the date written above.