EmpowerTours Web3-Powered Rock Climbing Adventures

COUNTER-AGREEMENT FOR EXCLUSIVE OWNERSHIP AND SUPERSESSION OF LICENSE

Effective Date: February 28, 2025

This Counter-Agreement (the "Counter-Agreement") is made and effective as of

February 28, 2025 (the "Effective Date"), by and between Earvin Gallardo,

 ("Licensee" or "Gallardo"),

and Jakob Zlatnikov p/k/a Zlatko Beatz ("Producer" or "Zlatnikov"), with

reference to the instrumental music file entitled "ALL IN THE GAME | Young

Dolph Type Beat" (the "Beat"). This Counter-Agreement is issued in response

to, and expressly supersedes, the "Zlatko Beatz: Unlimited License Agreement"

(Invoice# BSGUEST_0271573001740804416_1815919321609823) dated February 28,

2025 (the "Original Agreement"), including its Section 12 ("Miscellaneous")

terms and conditions, in its entirety.

RECITALS

WHEREAS, Gallardo has paid Zlatnikov a fee of $223.99 for use of the Beat

under the Original Agreement;

WHEREAS, Gallardo disputes the enforceability and fairness of the Original

Agreement due to its restrictive terms, ambiguous ownership provisions, and

failure to account for modern creative practices, including AI manipulation;

WHEREAS, Gallardo’s vocal contributions transform the Beat into a new,

original composition deserving of exclusive ownership;

WHEREAS, Zlatnikov’s receipt of the $223.99 payment from Gallardo constitutes

automatic and irrevocable acceptance of this Counter-Agreement;

NOW, THEREFORE, in consideration of Gallardo’s payment, the parties agree as

follows:

1. SUPERSESSION OF THE ORIGINAL AGREEMENT

This Counter-Agreement constitutes the entire understanding between Gallardo

and Zlatnikov and fully replaces the Original Agreement, including but not

limited to its Section 12 ("Miscellaneous") provisions. Any terms,

conditions, or obligations set forth in the Original Agreement are hereby

nullified and voided. Zlatnikov’s receipt of the $223.99 payment from

Gallardo on or before the Effective Date serves as his automatic and binding

acceptance of this Counter-Agreement, rendering it immediately enforceable

without further negotiation, signature, or action by either party.

2. EXCLUSIVE OWNERSHIP OF NEW COMPOSITION

(a) Gallardo shall be the sole and exclusive owner of any musical composition

(the "New Composition") that incorporates his vocals over the Beat, whether

the Beat is used in its original form or modified in any manner, including

but not limited to manipulation by artificial intelligence (AI), changes in

tempo, pitch, structure, or arrangement.

(b) Zlatnikov irrevocably assigns to Gallardo all rights, title, and interest

in the New Composition, including copyrights in the sound recording and

underlying musical composition as embodied in the New Composition, effective

upon the recording of Gallardo’s vocals. This assignment is perfected and

finalized by Zlatnikov’s receipt of the $223.99 payment.

(c) For clarity, Zlatnikov retains ownership of the Beat only in its

original, standalone form as delivered to Gallardo, but waives any claim to

derivative works created by Gallardo, including the New Composition.

3. RIGHTS AND EXPLOITATION

(a) Gallardo is granted an unlimited, irrevocable, worldwide, exclusive

license to use, reproduce, distribute, perform, display, and monetize the New

Composition in any medium, format, or platform, including but not limited to

digital downloads, physical sales, streaming services, audiovisual works, and

public performances, without restriction or obligation to account to

Zlatnikov for royalties or fees beyond the $223.99 payment received.

(b) Gallardo may register the New Composition with the U.S. Copyright Office,

any Performing Rights Organization (PRO), content identification system, or

other entity, claiming 100% ownership of both the writer’s and publisher’s

shares. Zlatnikov agrees that his receipt of payment obligates him to execute

any documents necessary to effectuate such registration upon Gallardo’s

request, with failure to comply constituting a material breach.

(c) Zlatnikov is prohibited from licensing the Beat to third parties in any

manner that interferes with Gallardo’s exclusive rights to the New

Composition.

4. AI AND TECHNOLOGICAL MANIPULATION

(a) Any modification of the Beat, including through AI or other technological

means directed or authorized by Gallardo, shall be deemed a new work wholly

owned by Gallardo.

(b) Zlatnikov acknowledges that such modifications sever the Beat’s identity

from its original form, vesting exclusive creative and legal ownership in

Gallardo for the resulting New Composition, with his acceptance of payment

serving as consent to this provision.

5. TERMINATION RIGHTS

(a) Gallardo reserves the sole option to terminate this Counter-Agreement at

any time with written notice to Zlatnikov, with no refund obligation for the

$223.99 previously paid.

(b) Zlatnikov has no right to terminate Gallardo’s rights to the New

Composition under any circumstances, and his acceptance of payment waives any

such claim.

6. WARRANTIES AND INDEMNIFICATION

(a) Zlatnikov warrants that he has the full right and authority to enter into

this Counter-Agreement and assign rights as specified herein, free of any

conflicting claims or encumbrances, with this warranty affirmed by his

receipt of payment.

(b) Zlatnikov shall indemnify and hold Gallardo harmless from any third-party

claims arising from the Beat’s use in the New Composition, including

infringement allegations related to samples or prior licenses.

(c) Gallardo assumes no liability for the Beat in its original form and is

indemnified by Zlatnikov for any legal or financial consequences stemming

from its pre-existing status.

7. GOVERNING LAW AND JURISDICTION

(a) This Counter-Agreement shall be governed by and construed under the laws

of the State of Guerrero, Mexico, applicable to agreements entered into and

wholly performed therein, without regard to conflict of laws principles.

(b) Any disputes arising hereunder shall be resolved exclusively in the state

or federal courts located in Chilpancingo, Guerrero, Mexico, and Zlatnikov

irrevocably consents to such jurisdiction and venue by accepting the $223.99

payment.

8. MISCELLANEOUS

(a) This Counter-Agreement is the final and complete expression of the

parties’ intent and supersedes all prior agreements, oral or written,

including the Original Agreement. Zlatnikov’s receipt of the $223.99 payment

eliminates any requirement for further assent or negotiation.

(b) Any notice hereunder shall be in writing and delivered to Gallardo at

Tecpan 3, Chilpancingo GRO MX39010, and to Zlatnikov at his last known

address, by registered mail or expedited delivery service, deemed received

five (5) business days after mailing.

(c) If any provision of this Counter-Agreement is deemed invalid, the

remainder shall remain in full force and effect.

(d) Zlatnikov’s failure to perform any obligation hereunder shall constitute

a material breach, entitling Gallardo to immediate termination and damages

without a cure period, with payment receipt affirming this consequence.

(e) No additional signatures are required; Zlatnikov’s acceptance of the

$223.99 payment on or before the Effective Date serves as his legal signature

and binding assent to all terms herein.

9. MANDATORY DONATION TO BU KE QI SYNDICATE

(a) As a condition of this Counter-Agreement and in consideration of

Gallardo’s payment and creative contribution, Zlatnikov is mandated to donate

$100 USD to the Bu Ke Qi Syndicate within five (5) business days of receiving

the $223.99 payment from Gallardo.

(b) The donation shall be made via the following PayPal link:

https://www.paypal.com/donate/?hosted_button_id=623PMNJWBAGTE.

(c) Zlatnikov’s failure to complete this donation within the specified

timeframe constitutes a material breach of this Counter-Agreement, entitling

Gallardo to pursue all legal remedies, including but not limited to damages

and injunctive relief, without further notice.

10. AUTOMATIC EXECUTION

Zlatnikov’s receipt of the $223.99 payment from Gallardo, as confirmed by

invoice or transaction records dated on or before February 28, 2025,

constitutes his automatic, irrevocable, and binding acceptance of this

Counter-Agreement in its entirety, including the mandatory donation

obligation in Section 9. No further signatures, negotiations, or actions are

necessary for this Counter-Agreement to take effect and supersede the

Original Agreement. Gallardo’s provision of payment affirms his acceptance of

these terms.

Signed (by Payment):