Additional Terms — Platform Partnership
ALTR Holdings US, LLC & Edan Labs LLC, Starset Inc.
Additional Terms
Requesting Party
ALTR Holdings US, LLC
Contact: Derrek Brown
legal@altr.io
Proposed Partner
Edan Labs LLC & Starset Inc.
Principal: Daniel Perez, CPO / CEO
Principal: Antonio Hernaiz, COO
Required before ALTR signs the Proposal. All other Proposal terms remain unchanged unless modified below.
01
IP Pledge & Security Interest
| Collateral | The backend/technology ("Licensed Technology"), regardless of whether title sits with Starset or Edan Labs. |
| Pledge | Edan Labs and Starset grant ALTR a security interest in the Licensed Technology. No escrow. |
| On Default | Pledge is called: ALTR gets step-in rights and a perpetual, royalty-free license to run it. No further payment beyond amounts already accrued. |
| Ownership | Unaffected outside Default. |
02
Guaranty
| Corporate | Edan Labs LLC and Starset Inc. jointly and severally liable for each other. |
| Personal | Daniel Perez and Antonio Hernaiz personally guarantee Sections 03–04. |
| Survival | Survives restructuring, sale, or dissolution of either entity. |
03
No Leverage
✗
Never withhold, disable, or degrade the platform or ALTR's data access to renegotiate or extract more — even mid dispute.
✓
Non-payment remedy: notice, 30-day cure, then dispute/termination only — never shutdown.
✗
Breach: injunctive relief, termination for cause, damages.
04
No Fund Diversion
| Ownership | Platform funds are ALTR's at all times. No custody/control by Edan Labs or Starset beyond agreed fee deductions. |
| Settlement | Funds settle only to ALTR-owned accounts. No pooling or routing elsewhere. |
| Prohibition | No diverting, freezing, or restricting ALTR funds, for any reason. |
| Consequence | Violation = immediate Default (Section 01 remedies + damages). |
05
Cost Pass-Through Cap
| Hosting | At-cost only, no markup. |
| Ordinary growth | More usage/customers is not grounds to raise retainer, license fee, profit shares, or buyout. |
| Exceptions | Only extraordinary, documented costs — requires ALTR approval. |
06
Net Profit — Per Entity, Not Consolidated
| Applies to | Media profit share, Management profit share, Signal/Services retainer condition. |
| Rule | Net profit calculated separately per entity (Management, Media, Signal/Services), own financials, own baseline. |
| No netting | One entity's loss never offsets another's profit. Consolidated ALTR results don't apply. |
07
Retainer / Profitability
| Scope | Retainer only ($7,500/mo each). Doesn't touch the license fee or profit shares. |
| Payee | For Daniel Perez and Antonio Hernaiz individually, for their operator roles — remitted to Edan Labs LLC. |
| Payor | At ALTR's discretion — any ALTR entity ALTR designates may remit payment. |
| Condition | Payable Net 30. Late payment within Net 30, or non-payment in a month ALTR Signal/Services is unprofitable (entity-level, per Section 06), is a Non-Default provision — not a breach of Sections 01–03. |
08
Emanay Break-Up Fee
| Fee | 2% of Lifetime Net Edan Labs Revenue, payable by Edan Labs LLC to Emanay Advisors. |
| Trigger | Payable upon an uncured Default caused by Edan Labs and/or Starset — including a Default under Sections 01, 03, or 04, or failure to execute the definitive agreement after agreeing to these terms. Not triggered by a Default caused by ALTR, or by ALTR's own decision not to proceed. |
| Lifetime Net Edan Labs Revenue | Total net revenue earned by Edan Labs LLC (and/or Starset Inc.) from the ALTR engagement, from the Effective Date through the triggering event. [Confirm scope — ALTR engagement only, or all Edan Labs revenue.] |
| Timing | Due upon the triggering event. |
| Guaranty | Covered by the corporate and personal guaranty in Section 02. |
09
Precedence
| Interaction | All other Proposal terms unchanged. This document controls on conflict; to be built into the definitive agreement. |
ALTR's Position: These terms protect ALTR's operational continuity and control over its funds and tech dependency, while leaving the Proposal's economics otherwise untouched.
Please review and confirm agreement in principle.
Regards,
ALTR Holdco
Derrek Brown
ALTR Holdco
Date: ___________________
Edan Labs LLC
Daniel Perez
CPO & CEO · Edan Labs LLC
Date: ___________________