License Agreement

This License Agreement is the public reference document that describes, tier by tier, the rights we grant you over a Beat purchased from itskooly.com. The binding instrument for a specific purchase is the per-order contract PDF delivered with each Order, which mirrors the relevant tier below and names the specific Beat, Licensee, and price. The per-order contract PDF is issued in English only.

We publish this reference document in English and Spanish and both versions are equally authentic. In case of inconsistency between the two versions, the Spanish version shall prevail for consumers domiciled in Chile; the English version shall prevail in all other cases. Nothing in this clause limits the non-waivable statutory rights of a consumer under the law of their country of habitual residence.

1. Parties and subject matter

• Licensor: José Chrystian Soria Diaz, trading as It's Kooly / Kooly, RUT 23.408.107-1, Santiago de Chile, Chile. Full identification on our Legal Notice.
• Licensee: the natural or legal person named as buyer on the Order and the per-order contract PDF.
• Work: the Beat identified on the per-order contract PDF.
• License tier: one of Starter, Launch, Project, Unlimited, or Exclusive Rights, as chosen at checkout. Each tier maps to a stable internal key — basic, premium, premium_plus, unlimited, exclusive respectively — that appears in the per-order contract PDF for unambiguous identification.

The Licensor retains full ownership of the Work. Nothing in this Agreement transfers any intellectual-property right to the Licensee except the specific rights expressly granted in the chosen tier.

2. Tier comparison

The following table summarizes the limits and inclusions of each non-exclusive tier and of the standard Exclusive Rights tier. The detailed clauses below prevail over this summary in case of any apparent inconsistency.

3. Starter tier (key: basic)

Files delivered: untagged MP3.

Permitted uses:

• Up to 2,000 distribution copies across all platforms combined.
• Up to 100,000 audio streams across all platforms combined.
• Up to 100,000 video views across all platforms combined.
• 1 non-monetized music video.
• Use in non-monetized live performances.

Not included:

• Untagged WAV file.
• Beat stems.
• YouTube Content ID monetization.
• Radio play.
• Monetized live performances.

Mandatory credit. You must credit the Licensor as "Prod. by Kooly" in the metadata, descriptions, and liner notes of every release that incorporates the Work. Credit is a mandatory condition of the License under §11 (Revocation grounds), not a discretionary best-efforts obligation.

4. Launch tier (key: premium)

Files delivered: untagged MP3 and untagged WAV.

Permitted uses:

• Up to 10,000 distribution copies across all platforms combined.
• Up to 500,000 audio streams across all platforms combined.
• Up to 500,000 video views across all platforms combined.
• 1 music video with YouTube Content ID monetization of the official New Song release.
• Radio play on up to 2 stations.
• Use in monetized live performances.

Not included:

• Beat stems.

Mandatory credit. "Prod. by Kooly", on the same terms as the Starter tier.

5. Project tier (key: premium_plus)

Files delivered: untagged MP3, untagged WAV, and beat stems.

Permitted uses:

• Up to 50,000 distribution copies across all platforms combined.
• Up to 1,000,000 audio streams across all platforms combined.
• Up to 1,000,000 video views across all platforms combined, monetizable on YouTube via Content ID. Monetization on other platforms requires a separate sync agreement.
• 1 music video.
• Radio play on an unlimited number of stations.
• Use in monetized live performances.

Producer services included with this tier:

• One (1) minor arrangement revision. Within thirty (30) days of delivery, Licensee may request one minor revision (e.g. change the position or length of an existing section, mute or restore an existing layer, adjust the placement of a transition). The revision is "minor" if it can be completed by the Licensor without re-recording, re-composing, or sourcing new instrumentation. Requests outside this scope will be quoted as separate paid work.
• 30-minute producer orientation session. A single video or voice call between Licensee and Licensor, limited in scope to discussion and feedback on the production of the Beat (arrangement, sound selection, performance direction). It is not a mixing engagement, a mastering engagement, or a recording session. Mixing, mastering, and additional production work are available as separate paid services and are not included in the License Fee.

Mandatory credit. "Prod. by Kooly", on the same terms as the Starter tier.

6. Unlimited tier (key: unlimited)

Files delivered: untagged MP3, untagged WAV, and beat stems.

Permitted uses:

• Unlimited distribution copies.
• Unlimited audio streams.
• Unlimited video views.
• 1 monetized music video with YouTube Content ID monetization of the official New Song release.
• Radio play on an unlimited number of stations.
• Use in monetized live performances.

Mandatory credit. "Prod. by Kooly", on the same terms as the Starter tier.

7. Exclusive Rights tier (key: exclusive)

Exclusive Rights are negotiated case by case. Terms are confirmed by email and signed before the Exclusive takes effect. The standard Exclusive Rights tier grants:

Files delivered: untagged MP3, untagged WAV, and beat stems.

Ownership and term: 100 % exclusive ownership of the Master. The Composition is permanently removed from the Licensor's catalog and from any third-party catalog or marketplace through which the Licensor distributes the Composition, effective from the Effective Date of the per-order contract.

No reversion clause. This Agreement contains no reversion clause: the grant of rights is not contingent on commercial release, marketing milestones, sales thresholds, public availability of the Master, or any other post-Effective-Date condition. The Master grant is final upon payment of the Advance.

Permitted uses:

• Unlimited distribution, audio and video.
• Unlimited music videos (monetizable, including via YouTube Content ID).
• Radio play on an unlimited number of stations.
• Use in monetized live performances.

Publishing: the Licensee receives 50 % of the publishing rights in the Composition, subject to the registration formalities set out in the per-order contract.

Pre-existing non-exclusive Licenses: any non-exclusive Licenses granted before the Exclusive signature remain valid under their own terms; the per-order contract will list any such pre-existing Licenses for transparency. After signature, the Licensor will not grant any further non-exclusive License over the Composition.

Producer services included in the Advance, without separate invoice:

• A professional mix of the Master prepared by the Licensor.
• A platform-ready master suitable for distribution on Spotify, Apple Music, and equivalent streaming services.
• A one (1)-hour producer session with the Licensee (creative direction, custom adjustments to the Composition, vision alignment).

Optional credit. Producer credit (e.g. "Prod. by Kooly") is optional under this tier. Where credit is given, it shall be in the form "Prod. by Kooly" unless otherwise agreed in writing.

8. Technical warranty (7-day, all tiers)

The Licensor warrants the technical integrity of the delivered files for a period of seven (7) days from delivery. If, within that period, the Licensee identifies a technical defect — corrupted audio, desynchronized stems, an unreadable file format, or files missing relative to the tier delivered — the Licensor shall remedy the defect at no cost or, at the Licensee's election, refund the License Fee under the Refund Policy.

This warranty covers the technical fitness of the delivered files only. It does not cover the commercial performance of any release that incorporates the Beat, the artistic suitability of the Beat for the Licensee's creative purpose, or any change of taste or strategy by the Licensee after delivery.

9. Prohibited uses (applicable to every tier)

Regardless of tier, you may not:

• Resell or redistribute the Work, or the delivered files, as standalone audio.
• Sublicense, lease, or otherwise transfer your License to a third party, except by express written assignment approved by us.
• Use the Work, in whole or in part, to train machine-learning or artificial-intelligence models.
• Register the composition of the Work in your own name with any collecting society, performing-rights organization, or registrar, except under the Exclusive Rights tier, which expressly grants publishing.
• Use the Work in a manner that is defamatory, discriminatory, unlawful, or infringes the rights of others.
• Remove or alter the Licensor's credit, copyright notice, or ownership metadata.

10. Territory

Worldwide.

11. Term

• Non-exclusive tiers (Starter, Launch, Project, Unlimited): five (5) years from the date of the Order, unless revoked earlier for breach under §12 or terminated by a refund under the Refund Policy. Upon expiry the License terminates automatically and the Licensee must cease all use of the Work, unless the Licensor grants a renewal in writing.
• Exclusive Rights: the Exclusive Rights grant is structured as a master assignment and runs for an indefinite term from the date of signature. Either party may terminate the agreement on thirty (30) days' written notice of a valid breach by the other party, in accordance with the applicable per-order contract. As stated in §7, there is no reversion clause.

12. Revocation grounds

The Licensor may revoke the License, in whole or in part, on written notice and with a reasonable opportunity to cure, if the Licensee:

• Materially breaches this Agreement or the Terms of Service.
• Uses the Work in a way outside the scope of the granted tier after notice.
• Fails to provide the mandatory credit (Starter, Launch, Project, Unlimited) after a written request to do so.
• Initiates a chargeback that is not a refund-eligible case under the Refund Policy.
• Uses the Work to train a machine-learning or AI model.

On revocation, the Licensee must cease use of the Work, remove copies under its control, and, where practical, take down content that incorporates the Work.

13. Warranties and liability

The Licensor warrants that it owns the Work and that it has the right to grant this License. Except for that warranty and the technical warranty in §8, the Work is provided "as is" and the Licensor disclaims all other warranties to the maximum extent permitted by applicable law. The limitation-of-liability and consumer-carveout provisions in §12 of the Terms of Service apply to this Agreement.

14. Governing law and disputes

This Agreement is governed by the laws of Chile, with the consumer carveouts described in §15 of the Terms of Service. Dispute resolution follows §16 of the Terms of Service.

15. Contact for clearance queries

For synchronization, broadcast, or any use not expressly covered above — including film, television, advertising, sampling into a separate work, or large-scale live tours — write to kooly@itskooly.com before using the Work. We will respond within 7 days with a clearance decision or an offer.

16. Contact

• Email: kooly@itskooly.com
• Legal identification: see our Legal Notice
• Related documents: Terms of Service · Refund Policy · Privacy Policy