6841 Forest Hill Ave Unit 1036, Richmond, VA 23225
+1 571-547-2607
Open Hours : Mon-Fri 10:00AM – 4:30PM

TERMS & CONDITIONS

Effective Date: Current Day & Year

Label Service Deals: Starter, Advance, Professional

This Agreement is made and entered into on today’s date, by and between Nero Sol Entertainment LLC d/b/a Nero Sol Records, a Virginia entity, located at 6841 Forest Hill Ave, #1036, Richmond, VA 23225, doing business as an independent record label and physical media and distribution service provider (the Label), and You, the undersigned artist, producer, DJ, or label (the Client or Artist).

1. Deal Type and Scope

This is a non-exclusive Label Service Deal, meaning the Client retains full ownership and rights to their music, masters, and creative works. The Label serves as a strategic partner and service provider, offering premium music business support to help the Client build, release, and monetize their project or projects.

2. Services Provided

Under this Agreement, Nero Sol Records shall provide the following services and deliverables for the selected Deal tier, using the Label’s in-house resources and reputable third-party vendors and service providers. Specific inclusions for each tier are enumerated below in Section 3.

The Label may subcontract with reputable third-party vendors or service providers to perform any portion of the services. The Label remains responsible for management and coordination.

3. Tiers, Deliverables, Pricing, and Revenue Shares

The following options are offered per project. Client selects one tier per project. Prices, inclusions, and revenue share terms for each tier are as follows and are incorporated into this Agreement.

3.1 Starter Deal: 3,499 dollars Total

Price includes 999 dollars setup, 1,200 dollars admin fee, and 1,300 dollars fulfillment cost.
Deliverables and benefits:

3.2 Advance Deal: 4,999 dollars Total

Price includes 999 dollars setup, 1,000 dollars admin fee, and 3,000 dollars fulfillment cost.
Deliverables and benefits:

3.3 Professional Deal: 7,999 dollars Total

Price includes 999 dollars setup, 3,000 dollars admin fee, and 4,000 dollars fulfillment cost.
Deliverables and benefits:

4. Pricing and Payments

5. Revenue Share, Net Receipts, and Accounting

6. Optional Publishing Administration, No Ownership

At Client election, the Label will provide publishing administration services with no ownership transfer, exactly as follows:

Optional Publishing Administration. At Client’s election, Company will provide publishing administration services, the Admin Services, for the musical compositions embodied in Client’s Masters, the Works, without acquiring any ownership in the Works.

Scope. Admin Services may include:
(i) registering Client and the Works with applicable United States and foreign collection societies and databases, including Client’s designated PRO such as ASCAP or BMI, The Mechanical Licensing Collective, Music Reports, and analogous organizations;
(ii) registering sound recordings and composers and ISWC, ISRC, UPC metadata as reasonably required, including Luminate or SoundScan enrollment for sales tracking;
(iii) claiming and collecting United States and foreign performance and mechanical royalties on Client’s behalf;
(iv) submitting and maintaining repertoire and cue sheets where applicable; and
(v) optional cataloging of releases on Discogs for discovery and metadata hygiene. Nothing herein obligates Company to solicit or secure licenses such as synchronization unless expressly added in writing.

Authority and Limited POA. Solely to perform the Admin Services, Client grants Company a non-exclusive right and limited power of attorney to submit registrations, metadata, and claims in Client’s name and to receive publisher share payments for onward accounting to Client.

Compensation. Company shall commission 15 percent of performance income and 20 percent of mechanical income actually collected by Company for the Works, or an 18 percent blended commission if elected by the parties in writing. Income excludes any writer share sums that societies pay directly to Client. Royalties not collected by Company are not commissionable.

SoundExchange, sound recording side. If Client asks Company to set up or manage Client’s featured artist and or sound recording owner accounts at SoundExchange, Client may issue a letter of direction authorizing Company to receive and account for those sums. For such sound recording collections, Company commissions 5 to 10 percent of amounts actually collected under that letter. This is an administrative service only and does not involve ownership of Masters.

Fees and Costs. Client shall reimburse reasonable out-of-pocket filing fees and approved third-party admin or sub-publisher costs. Company will not incur material costs without Client’s approval.

Term and Tail. One to three years from election, auto renewing year to year unless either party gives 60 days’ notice. Commission applies to royalties earned during the Term and paid within a 6 to 12 month post-term tail. Upon termination, Company will promptly withdraw as administrator and transfer any registrations it controls.

No Ownership and No Publishing Deal. Client retains one hundred percent of all copyright ownership in the Works. This is not a co-publishing or assignment agreement.

Data and Warranties. Client warrants split sheets and metadata are accurate and cleared, and Company relies on Client data to make registrations.

Accounting and Audit. Quarterly statements and payment within 30 days of quarter end, with standard audit rights.

7. Mechanical Licenses for Physical Products

In consideration of any payment remitted by Client, in whole or in part, for any or all service(s), the Client hereby acknowledges and warrants that it owns one hundred percent (100%) of its publishing rights and grants the Company a mechanical license to reproduce each composition on vinyl, CDs, and cassettes, and further permits the Company to collect mechanical royalties from any accrued Gross Revenue, which shall be paid out to the Client in the specified Net Profit Share percentages outlined in Sections 3.1, 3.2, and 3.3.

If, however, the Client expressly states in writing that it does not own or control the entirety of the publishing rights to the compositions supplied under this Agreement, the parties shall select one of the following pathways in an Order Form or Addendum:

  1. Direct License from Client: Where Client controls one hundred percent (100%) of the publishing, such license shall be granted to Company at not less than the statutory rate per composition per unit, with payment made by the party designated in writing.
  2. Client-Secured Licenses from Co-Publishers: Where compositions include co-writers or third-party publishers, the Client shall be responsible for securing all necessary licenses from the relevant publishers and shall provide written proof of such licenses to the Company upon request.
  3. Company-Secured and Recouped Licenses: If Client cannot secure such rights directly, the Company may obtain licenses through direct publisher licensing or via a licensing agent (such as the Harry Fox Agency or Music Reports). All royalty payments and associated administrative fees incurred under this pathway shall be deducted from Gross Receipts before the calculation of Net Receipts.
  4. Compulsory License: For eligible cover recordings, the Company may proceed under 17 U.S.C. §115, filing all necessary Notices and ensuring timely payment of statutory rates to the relevant publishers.

All licenses obtained under this Section shall be deemed valid mechanical licenses for the purpose of enabling reproduction and distribution of physical products under this Agreement. Client remains solely responsible for the accuracy of all publishing claims, metadata, and split sheets, and the Company shall rely on such information in good faith.

8. Digital Distribution, if Selected

If Client selects digital distribution, the Label will enable distribution of the Masters to participating digital service providers via a third-party aggregator or distributor. Aggregator and platform fees are deducted in the Net Receipts calculation as stated in Section 5.

9. Approvals, Materials, and QC

10. Third-Party Platforms and Stores

Client authorizes the Label to list and sell the project on the Label’s online stores and designated third-party platforms where applicable, including Bandcamp and the Label’s web store. Fees charged by those platforms are treated as platform costs in the Net Receipts calculation.

11. Affiliate Program on the Label Store

For eligible offerings as designated by the Label, the Label may activate a fan affiliate program where participating fans earn a small percentage commission on referred sales. Commissions paid to fans are treated as a marketing or platform cost in the Net Receipts calculation.

12. Term and Termination

13. Warranties

Client warrants that it has all rights necessary to grant the licenses hereunder, that the Masters and materials do not infringe any third-party rights, and that all metadata and splits are accurate. The Label warrants that it will perform the services in a professional and workmanlike manner consistent with industry standards.

14. Indemnification

Each party, the Indemnifying Party, shall defend, indemnify, and hold harmless the other party and its officers, directors, members, managers, employees, contractors, and agents from and against any and all third-party claims, damages, liabilities, costs, and expenses including reasonable attorneys’ fees arising out of or related to
(a) any breach of the Indemnifying Party’s representations, warranties, or covenants,
(b) infringement or alleged infringement of any intellectual property or other rights by materials supplied by the Indemnifying Party, and
(c) gross negligence or willful misconduct of the Indemnifying Party.
The indemnified party shall promptly notify the Indemnifying Party of any claim and shall cooperate at the Indemnifying Party’s expense. The Indemnifying Party shall control the defense and settlement, provided that any settlement that imposes obligations on or admits liability of the indemnified party requires that party’s prior written consent, not to be unreasonably withheld.

15. Limitation of Liability

To the maximum extent permitted by law, neither party shall be liable for any special, incidental, indirect, consequential, or punitive damages, including lost profits, arising from or related to this Agreement, even if advised of the possibility. Except for payment obligations and indemnification, each party’s aggregate liability shall not exceed the amounts actually paid or payable under the applicable project during the 12 months preceding the event giving rise to the claim.

16. Confidentiality and Data

Each party will keep the other’s non-public information confidential and will use it solely to perform this Agreement. The Label may use anonymized and aggregated data for business analytics provided no Client confidential information is disclosed.

17. Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control including acts of God, labor disputes, shortages, or failures of third-party providers and carriers. Performance will resume when the event ends.

18. Notices

All notices must be in writing and sent by email with confirmation, recognized courier, or certified mail to the addresses set forth in the signature block or as updated in writing.

19. Governing Law and Venue

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws principles. The parties’ consent to exclusive jurisdiction and venue in the state and federal courts located in Richmond, Virginia.

20. Miscellaneous

No partnership or joint venture is created by this Agreement. Client may not assign this Agreement without Label consent except in a merger or sale of substantially all assets. The Label may assign to an affiliate or successor. The Order Form, these Terms, and any Addenda are the entire agreement and supersede prior understandings. Modifications must be in writing and signed.

Last Updated: 8/27/2025