Synchronization Agreement

Synchronization Agreement

Annex to Exclusive A (Perpetual) Beat License and Exclusive B (Ordinary) Beat License | Reusable Template | Khris Woo

Beat Title: ______________________________ | Licensee: ______________________________

Summary | Read This First

This box explains this agreement in plain English. If this summary and the operative terms in Section 2 ever differ, the operative terms control. This document is an annex to an Exclusive A or Exclusive B beat license. It does not stand alone.

Synchronization Agreement | USD $50.00 | Exclusive A and B only. This agreement can only be bought with, or on top of, a current Exclusive A (Perpetual) Beat License or Exclusive B (Ordinary) Beat License for the same Beat held by the same Licensee. It is not available for a Freemium, Non-Exclusive or Premium license.

Pay first, sync after. The full USD $50.00 must be agreed in writing and paid in full before any synchronization use. Until then, synchronization stays prohibited, even under Exclusive A and Exclusive B.

One song only. This agreement covers only the song authorised by the base license. Works created later from the stems are not covered, unless Licensor agrees in writing in a separate document.

Uses covered. Television, film, trailers, advertising, video games and commercial podcasts. Promotional audiovisual content | an official music video, lyric videos, live sessions, behind-the-scenes content and clips | is already allowed by the base license and does not need this agreement.

Sync royalties | 20/80. Of all synchronization income the song generates, Khris Woo receives 20% and Licensee receives 80%. That split is for sync only: it does not change the general publishing split of 80/20 or the ASCAP/BMI performance split of 50/50 in the base license.

No new license, no ownership. This agreement adds sync rights to the base license identified in Section 1. It does not create a new license and does not transfer ownership of the Beat or of the stems, which stay the Licensor's.

Tell Licensor first, and credit him. Licensee must notify Licensor in writing before each sync use, and must credit "Music by Khris Woo" or "Prod. by Khris Woo", as the project format allows. If the credit is missing, you have thirty (30) days from written notice to correct it before it counts as a breach.

This agreement does not extend the base license. Under Exclusive B, if the year ends without renewal, sync ends for new uses. Sync uses lawfully made during the term are not affected.

If you break the terms. The same procedure as the base license applies: a friendly written notice, a second notice one (1) week later, a third one (1) week after that, and, if thirty (30) days pass after the last notice with no action, a formal infringement notice and takedown (Clause 2.14). For a chargeback, fraud or a reversed payment, takedown is immediate.

Texas law. This agreement is governed by the laws of the State of Texas, USA (Clause 2.15). On synchronization, this agreement controls over the base license; the base license controls over any store listing.

Agreement Code and Verification

1. Agreement 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______________________________

Key______________________________

Tempo______________________________

1. Agreement Details (continued)

1.4 Base Exclusive license for this agreement

Base licenseExclusive A (Perpetual) Beat License or Exclusive B (Ordinary) Beat License | La Línea (mark the one that applies)

Base license code______________________________

Base license date______________________________

Base order______________________________

StoreLa Línea Shopify store

1.5 This agreement

Agreement codeLL-SYNC-2026

Agreement feeUSD $50.00 (additional to the base license price)

Agreement date______________________________

PaymentAgreed in writing and paid in full before any synchronization use (Clause 2.5)

1.6 Scope of this agreement

Song coveredThe one (1) song authorised by the Base License (title, if known: ______________________________)

Uses coveredTelevision, film, trailers, advertising, video games and commercial podcasts

Not coveredWorks created from the stems after the Song (successor works), unless agreed in writing separately; any other song; any other beat

Sync royaltiesKhris Woo | 20%; Licensee | 80% (Clause 2.6)

Section 1 identifies the only Exclusive A or Exclusive B license this agreement attaches to. If the base license code, the Beat or the Licensee do not match the base license on file, this agreement does not take effect.

2. Operative Terms

The Licensor and Licensee identified in Section 1 agree as follows. "Beat" means the instrumental identified in Section 1.3; "Stems" means the trackout stems of the Beat delivered under the Base License; "Base License" means the Exclusive A (Perpetual) Beat License or Exclusive B (Ordinary) Beat License identified in Section 1.4; "Song" means the one (1) song authorised by the Base License; "Master" means the finished recording of the Song; "Sync Use" means any use of the Song, its Master or the Beat in timed relation with moving images or audiovisual or interactive content, as described in Clause 2.2.

2.1 Annex status | Exclusive A and B only

This Synchronization Agreement is an annex to, and forms part of, the Base License. It may only be purchased with, or on top of, a current Exclusive A (Perpetual) Beat License or Exclusive B (Ordinary) Beat License for the same Beat held by the same Licensee, and it has no effect on its own. It does not apply to a Freemium license, a Non-Exclusive license or a Premium license, and it cannot be bought for a beat held only under one of those licenses.

2.2 What this agreement grants | synchronization for the Song

Subject to Clause 2.5, Licensor authorises Licensee to synchronise the Song | including its Master and the Beat as embodied in that Song | in the following uses: television programmes and broadcasts; films and other audiovisual works; trailers and promotional spots for audiovisual works; advertising, in any medium; video games and interactive applications; and podcasts produced or distributed for commercial use. Each Sync Use remains subject to the notice duty in Clause 2.7 and the credit duty in Clause 2.8. This agreement grants no synchronization right for any other song, any other recording or any other beat.

2.3 Song only | successor works are not covered

This agreement covers the Song only. It does not cover any work created later from the Stems, including a new song made by reusing or sampling the Stems under the stem-reuse right in the Base License (a successor work). A successor work may be synchronised only if Licensor agrees to it in writing in a separate document, on terms agreed in advance. Nothing in this agreement changes the credit, income or other terms that the Base License sets for successor works.

2.4 No new license | no transfer of ownership

This agreement adds the synchronization rights stated in Clause 2.2 to the Base License only. It does not create a new or separate license, does not replace the Base License, and does not transfer ownership of the Beat, the Stems or any part of them. Licensor retains all ownership and rights in the Beat and the Stems, except for the limited synchronization right expressly granted here. Licensee may not assign, sell, lend or sublicense the rights granted here, except to a distributor, broadcaster, platform or production partner to the extent needed to carry out a Sync Use notified under Clause 2.7.

2. Operative Terms (continued)

2.5 Price, payment and effectiveness

The fee for this agreement is USD $50.00, additional to the price of the Base License, payable in full before any Sync Use. Any taxes or platform fees charged on the order are not part of the agreement fee. This agreement takes effect only when it has been agreed in writing by both parties and the full fee has been received and has cleared. Any Sync Use made before that moment is not authorised, and synchronization remains prohibited until then. 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, and Licensor may act immediately under Clause 2.14.

2.6 Sync royalties | 20/80 | accounting, records and audit

Sync royalty split. Of all synchronization income generated by the Song, from any Sync Use under this agreement, including placement fees, licensing fees and any other sync revenue Licensee collects that includes Licensor's share, the split is: Khris Woo | 20%; Licensee | 80%.

Sync only. That 20/80 split applies only to synchronization income under this agreement. It does not replace, reduce or alter the general publishing split in the Base License (Licensee | 80%; Khris Woo | 20%) or the ASCAP/BMI performance royalty split in the Base License (Licensee | 50%; Khris Woo | 50%, performance only).

Accounting, records and audit. Licensee shall account and pay Licensor's share of synchronization income within thirty (30) days after the end of each calendar quarter, together with a written statement identifying each Sync Use and the income it generated. Licensee shall keep complete records of the Song's synchronization 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.

2.7 Notice of sync uses | notice of claims

(a) Before each Sync Use. Licensee shall notify Licensor in writing (email to the address in Section 1 is sufficient) before each Sync Use takes place, with: the project name; the medium or type of use; and the expected date of the use. A Sync Use that has not been notified in advance under this clause is not authorised. (b) Claims and disputes. Licensee shall also notify Licensor in writing within seven (7) days after Licensee learns of any claim, takedown, strike, dispute or third-party claim relating to a Sync Use, the Song, the Master or the Beat. (c) Updates. Licensee shall promptly update Licensor in writing if the project, medium or expected date of a notified Sync Use changes.

2.8 Credit

Licensee shall credit Licensor in every Sync Use. Where the project carries music or production credits, the credit shall read "Music by Khris Woo" or "Prod. by Khris Woo", according to the format of the project, and "Khris Woo" shall be listed as producer in the credits. Licensee shall not remove, alter or obscure this credit. If the credit is missing or incorrect in a Sync Use, Licensee has thirty (30) days from Licensor's written notice to correct it, where the format allows correction, before that omission counts as a breach.

2. Operative Terms (continued)

2.9 Promotional audiovisual content | Content ID

Promotional audiovisual content does not need this agreement. As the Base License already allows, 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 agreement is needed only for the Sync Uses listed in Clause 2.2. An automatic Content ID claim may appear after Licensee publishes the Song or a Sync Use. After Licensor verifies this agreement and the use made of the Song, 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.

2.10 Restrictions

Licensee may not: (a) use the Beat, the Stems or the Song to train a machine-learning or AI model, or to clone any voice; (b) file or maintain a false, bad-faith or overbroad Content ID claim, or claim the Beat or the Stems themselves; (c) mint, sell or offer the Beat, the Stems or the Song as or in a non-fungible token (NFT); (d) include the Beat or the Stems in any dataset for training artificial intelligence or machine-learning models; (e) create or use a deepfake or synthetic replica of the voice or image of Khris Woo; or (f) synchronise any song, recording or work other than the Song, including any successor work, under this agreement.

2.11 Lawful use | no partnership or affiliation

Licensee shall not use the Beat, the Stems, the Song or any Sync Use in connection with unlawful activity, fraud, defamation, or the infringement of any third party's rights. Nothing in this agreement or the Base 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. Except for the mandatory credit in Clause 2.8, Licensee shall not use the names "Khris Woo" or "La Línea", or any La Línea logo or mark, in any way that implies partnership, sponsorship, endorsement or affiliation, without Licensor's prior written consent.

2.12 Term | this agreement does not extend or renew the Base License

This agreement runs with the Base License and does not extend, renew or revive it. Under an Exclusive A (Perpetual) Base License, which has no expiry, the rights granted here continue while that license remains in effect. Under an Exclusive B (Ordinary) Base License, if the one (1) year term ends without a renewal in effect, this agreement also ends for new Sync Uses: Licensee may make no new Sync Use after that date unless the Base License is renewed or Licensor agrees otherwise in writing. The end of this agreement does not affect Sync Uses that were lawfully made, notified and credited during the term, and does not by itself require Licensee to withdraw a work already released with a lawful Sync Use.

2.13 Indemnification | limitation of liability | Beat provided as is

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, the Beat or the Stems beyond this agreement or the Base License, including any Sync Use made without this agreement in effect or without the notice required by Clause 2.7; or (c) Licensee's breach of this agreement. The Beat is provided "as is", without warranties of any kind beyond what is expressly stated here or in the Base License. To the fullest extent allowed by Texas law, Licensor's total liability under or in connection with this agreement shall not exceed the agreement fee actually paid, USD $50.00. In no event shall Licensor be liable for indirect, incidental, consequential, special or lost-profit damages.

2. Operative Terms (continued)

2.14 Breach, infringement notice and takedown

Breaches of this agreement follow the same procedure as the Base License. Licensor will first send a friendly written notice identifying the violation, which is also an invitation 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 third (last) notice without action by Licensee | curing the violation, removing the unauthorised use, or reaching a written renegotiated agreement | Licensor will send a formal notification of infringement of the terms of use and may initiate a takedown of the infringing use or release on the platforms, stores and services where it appears, including a copyright takedown notice under the U.S. Digital Millennium Copyright Act, 17 U.S.C. Section 512(c)(3), subject to counter-notice under Section 512(g) and to liability for knowing misrepresentation under Section 512(f). For a chargeback, payment fraud or a reversed payment, Licensor may send the infringement notification and initiate takedown immediately, without the three notices. A Sync Use made without this agreement in effect, or after it has ended under Clause 2.12, is a violation of the Base License and of this framework, and follows the procedure in this clause. For a missing or incorrect credit, the thirty (30) day correction period in Clause 2.8 applies.

2.15 Governing law | State of Texas | and general provisions

(a) Governing law and venue. This agreement is governed by, and shall be interpreted under, the laws of the State of Texas, USA, without regard to its conflict-of-laws rules. Disputes under this agreement will be brought in the state or federal courts located in Texas, unless the parties agree otherwise in writing. (b) Copyright. 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 is infringement. (c) Texas law cited. The parties intend this agreement 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); (ii) the Texas Uniform Electronic Transactions Act, Tex. Bus. and Com. Code Chapter 322, in particular Section 322.007; and (iii) the written-agreement requirements of Tex. Bus. and Com. Code Section 26.01, to the extent they apply. Actions are subject to the limitations periods in the Texas Civil Practice and Remedies Code, in particular Section 16.004(a)(3) and Section 16.051, and a prevailing party on a contract claim may seek reasonable attorney's fees under Section 38.001(b)(8), following Section 38.002. (d) Entire agreement; documents control; changes; severability; no waiver. This agreement and the Base License it attaches to together form the agreement between the parties for the synchronization authorised here and control over any product description, store listing, summary or advertisement; if there is any conflict between this agreement and the Base License on synchronization, this agreement governs for that synchronization, and for all other matters the Base License governs. Any change must be in writing and agreed by both parties. If any clause is found unenforceable, the rest remain in force. Licensor's failure or delay in enforcing any term on one occasion is not a waiver of that term or of any later breach.

Appendix | How This Agreement Fits the La Línea License Tiers

For reference only. Synchronization is available only on an Exclusive A or Exclusive B base, and only through this agreement. 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 | $0No synchronization under this agreement. This agreement does not apply.

Non-Exclusive | $29.99No synchronization under this agreement. This agreement does not apply.

Premium | $50No synchronization under this agreement. This agreement does not apply.

Exclusive B (Ordinary) | $100Eligible. Synchronization for the authorised song through this Synchronization Agreement, USD $50.00 additional, plus sync royalties 20/80. Sync ends for new uses if the year ends without renewal.

Exclusive A (Perpetual) | $200Eligible. Synchronization for the authorised song through this Synchronization Agreement, USD $50.00 additional, plus sync royalties 20/80, with no expiry while the perpetual license remains in effect.

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.

Appendix (continued) | More Documents, Upgrades, Renewal and System Rules

For reference only. This page and page 10 complete the appendix on page 8.

More documents in the system

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.

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. After an assignment, the "Prod. by Khris Woo" credit is optional for the new owner, not mandatory. No license prevents the assignment: every licensee is notified, and a Perpetual licensee follows the transition rule in the system rules in this appendix (page 10).

Upgrade ladder | Pay only the difference

An upgrade never charges the full price again: the licensee pays only the difference between the license already held and the higher license.

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 synchronization under this agreement ends for new uses.

Appendix (continued) | System Rules in Short

For reference only. This page completes the appendix on pages 8 and 9.

System rules in short

This Synchronization Agreement. It costs USD $50.00 additional, it is available only on Exclusive A and Exclusive B, it covers only the Song authorised by the Base License, and its sync royalties are split 20% Licensor / 80% Licensee. That split is for sync income only.

Stems. Under a Premium license, the stems may be reused for a new song only with an Agreement Extension (USD $30.00 per new song). Under Exclusive A and Exclusive B, reuse of the stems is already included, and each successor work pays Licensor 20% of all income it generates.

FAR transition for a Perpetual licensee. If the Beat is assigned under a FAR agreement, the Perpetual licensee receives notice of the assignment and renegotiates with the new owner, without the license being discredited. 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 carries the credit "Prod. by Khris Woo", and Khris Woo is named in the producer field with distributors. 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". After a FAR assignment, the "Prod. by Khris Woo" credit is not mandatory.

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

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.