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

On-Demand Distribution Packages: Starter, Advance, Master

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 On-Demand Distribution Service, 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 professional support to help the Client build, release, and monetize their project(s).

2. Services Provided

Under this Agreement, Nero Sol Records shall provide the following services and deliverables for the selected tier, using in-house resources and reputable third-party vendors:

The Label may subcontract with reputable third-party vendors to perform services, while retaining responsibility for management and coordination.

3. Tiers, Deliverables, Pricing, and Revenue Shares

3.1 Starter Package: $347 Total

Price includes $157 setup, $95 admin, $95 fulfillment.

Deliverables and Benefits:

3.2 Advance Package: $677 Total

Price includes $300 setup, $200 admin, $177 fulfillment.

Deliverables and Benefits:

3.3 Master Package: $797 Total

Price includes $300 setup, $200 admin, $297 fulfillment.

Deliverables and Benefits:

4. Pricing and Payments

5. Revenue Share, Net Receipts, and Accounting

“Net Receipts” means Gross Receipts less the following permitted and enumerated costs:

6. Optional Publishing Administration, No Ownership

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

7. Mechanical Licenses for Physical Products

In consideration of any payment remitted by Client, in whole or in part, for any or all services, the Client hereby acknowledges and warrants that it owns 100% of its publishing rights and grants the Label a mechanical license to reproduce each composition on vinyl, CDs, and cassettes, and permits the Label to collect mechanical royalties from accrued Gross Revenue, which shall be paid out in the Net Profit Share percentages outlined in Section 3.

If Client does not control 100% of publishing rights, one of the following pathways must be selected:

  1. Direct License from Client – where Client controls all publishing, granted at no less than statutory rate, paid by designated party.
  2. Client-Secured Licenses from Co-Publishers – Client secures all necessary licenses and provides proof.
  3. Label-Secured Licenses (Recoupable) – Label may secure licenses directly or via an agent (e.g., HFA or Music Reports), with royalties/admin fees deducted from Gross Receipts before calculating Net Receipts.
  4. Compulsory License – for eligible cover recordings under 17 U.S.C. §115, with proper Notices and statutory payments.

Client remains solely responsible for accuracy of metadata and publishing claims.

8. Digital Distribution, if Selected

If Client elects digital distribution, Label will distribute Masters via a third-party aggregator to major DSPs (Spotify, Apple Music, etc.). Aggregator and platform fees are deducted from Gross Receipts in the Net Receipts calculation.

9. Approvals, Materials, and QC

10. Third-Party Platforms and Stores

Client authorizes Label to list and sell projects on the Label’s stores and designated platforms (including Bandcamp, NeroSolRecords.Shop). Platform fees are deducted as costs in the Net Receipts calculation.

11. Affiliate Program on the Label Store

For eligible offerings, Label may activate an affiliate program allowing fans to earn small commissions on referred sales. Commissions paid are treated as a marketing/platform cost in the Net Receipts calculation.

12. Term and Termination

13. Warranties

14. Indemnification

Each party agrees to indemnify, defend, and hold harmless the other (including officers, employees, contractors, and agents) against third-party claims arising from:

The indemnifying party controls defense/settlement, subject to indemnified party’s consent for settlements imposing liability.

15. Limitation of Liability

Neither party shall be liable for incidental, indirect, or consequential damages (including lost profits). Aggregate liability is capped at amounts actually paid or payable under this Agreement during the prior 12 months, except for indemnification or payment obligations.

16. Confidentiality and Data

Both parties agree to keep each other’s non-public information confidential, using it only to perform under this Agreement. Label may use anonymized, aggregated data for analytics without disclosing Client information.

17. Force Majeure

Neither party is liable for failure/delay due to events beyond reasonable control (e.g., natural disasters, strikes, third-party failures). Performance resumes once the event concludes.

18. Notices

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

19. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Virginia. Exclusive jurisdiction lies with state and federal courts located in Richmond, Virginia.

20. Miscellaneous

This Agreement does not create a partnership/joint venture. Client may not assign without Label consent (except in merger/sale). Label may assign to affiliate/successor. This Agreement, together with any Order Forms or Addenda, constitutes the full agreement. Modifications must be in writing and signed.

Last Updated: 8/27/2025