TERMS & CONDITIONS

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NOVA ARTIST SERVICES AGENCY LLC

Effective Date: January 1, 2026 Last Updated: August 5, 2026

Please read the following Terms & Conditions ("Agreement") carefully before using the Nova website, applications, or services. By accessing our website, creating an account, or using any services offered by Nova, you agree to be bound by all the terms and conditions of this Agreement. If you do not agree to these terms and conditions, do not use the site or services.

Welcome to Nova Artist Services Agency LLC. The following Agreement contains the terms and conditions that govern your use of our website located at www.novadistro.io (the "Site") and the services offered by Nova through the Site and related applications (collectively, the "Services").

1. Modification of this Agreement

Nova Artist Services Agency LLC, a New Jersey limited liability company, along with its licensees, affiliates, subsidiaries, and assignees (collectively, "Nova," "we," "us," or "our") reserves the right to revise this Agreement in its sole discretion at any time and without prior notice to you other than by posting the revised Agreement on the Site. Any revisions to this Agreement are effective upon posting. It is your responsibility to visit this page periodically to ensure your continued acceptance of this Agreement. Your continued use of the Site and/or Services after a revised version of this Agreement has been posted constitutes your binding acceptance of such revision.

2. Use of the Site and Services

2.1 Eligibility

Nova will only knowingly provide the Site and Services to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18 but at least 13 years of age, you may use the Site and/or Services only under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. The Site and Services are not intended for children under the age of 13.

2.2 Compliance with Agreement and Applicable Law

You must comply with all of the terms and conditions of this Agreement, the applicable agreements and policies referred to herein, and all applicable laws, regulations, and rules when you use the Site and Services.

2.3 License to Use Site and Services

Nova grants you a limited, revocable license to access and use the Site and Services for their intended purposes, subject to your compliance with this Agreement. This license does not include the right to collect or use information contained on the Site for purposes prohibited by Nova, to create derivative works based on the Site and its contents, or to download or copy the Site other than page caching. If you use the Site in a manner that exceeds the scope of this license or breaches this Agreement, Nova may revoke the license granted to you. You may not use the Site or its content to train artificial intelligence models, machine learning systems, or similar technologies without Nova's prior written consent.

Nova and its licensors solely and exclusively own all intellectual property and other right, title, and interest in and to the Site and Services, except as expressly provided for in this Agreement. You will not acquire any right, title, or interest therein except as otherwise expressly set forth in this Agreement. Nova may modify the Site and/or Services at any time with or without prior notice to you and will incur no liability for doing so.

2.4 Third-Party Services and Partners

Nova may use third parties to provide certain services accessible through the Site, including but not limited to distribution partners, payment processors, banking partners, analytics providers, and technology vendors. Nova is not responsible for the availability, accuracy, security, or performance of third-party services and makes no representations regarding those services.. These third parties may have their own terms of use and policies, which you must comply with in addition to this Agreement. If any such terms or policies conflict with this Agreement, you must comply with this Agreement.

2.5 Additional Service Terms

Certain Services, including but not limited to banking features, payment acceleration or advance programs, and premium analytics or tools, may be subject to additional terms, disclosures, or agreements presented to you at the time you elect to use such Services. By using such Services, you agree to those additional terms, which are incorporated into this Agreement by reference.

2.6 Prohibited Uses

Except as may be expressly permitted by Nova, you may not:

(a) interfere with the Services and/or Site by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;

(b) modify, create derivative works from, reverse engineer, decompile, or disassemble any technology used to provide the Services and/or Site;

(c) use a robot, spider, scraper, or other automated device or process to monitor the activity on or copy pages from the Site, except in the operation of an internet search engine or similar technology;

(d) collect email addresses or other information from third parties by using the Services and/or Site;

(e) impersonate another person or entity or misrepresent your affiliation with any person or entity;

(f) use any meta tags, search terms, or key terms that contain Nova's name or trademarks without our prior written consent;

(g) engage in any activity that interferes with another user's ability to use or enjoy the Services and/or Site;

(h) engage in streaming manipulation, artificial inflation of metrics, bot activity, click farms, or any other fraudulent or deceptive activity;

(i) use the Services for any unlawful purpose, including but not limited to money laundering or fraud; or

(j) assist or encourage any third party in engaging in any activity prohibited by this Agreement.

2.7 Privacy Policy

Your use of the Services is also subject to our Privacy Policy.

3. Artist Content and Grant of Rights

3.1 Artist Content

"Artist Content" means sound recordings, musical works, compositions, artwork, metadata, images, videos, names, likenesses, trademarks, biographical information, and any other materials you upload, deliver, or make available through the Services.

3.2 Grant of Rights

By submitting Artist Content through the Services, you grant Nova a non-exclusive, worldwide, royalty-bearing right and license to reproduce, distribute, transmit, encode, host, market, promote, publicly perform, and otherwise exploit your Artist Content through digital service providers, streaming platforms, social platforms, and other distribution channels for the purpose of providing the Services and collecting revenue on your behalf. You also grant Nova the right to digital service providers, payment processors, rights administrators, technology providers, and contractors necessary to perform the Services.

3.3 Ownership

You retain ownership of your Artist Content, subject to the licenses granted herein. You may request removal of your Artist Content from distribution channels; such removal is subject to processing times of third-party platforms and does not affect Nova's right to receive payment for revenue earned prior to removal. Nova makes no guarantee regarding removal timelines because they depend upon third-party platforms.

4. Representations and Warranties

You represent and warrant that:

(a) you have the full power and authority to enter into and perform under this Agreement, which constitutes a valid, legal, and binding agreement;

(b) you own or control all rights in your Artist Content necessary to grant the licenses in this Agreement, including all rights of any co-writers, producers, featured artists, samples, and other rights holders;

(c) your use of the Site and/or Services and your Artist Content will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity, contractual, or other legal right of any third party and will comply with all applicable laws, rules, and regulations;

(d) there are no claims, demands, or any form of litigation pending or, to the best of your knowledge, threatened with respect to your Artist Content or materials furnished to Nova;

(e) Nova will not be required to make any payments to any third party in connection with your use of the Services (other than your share of revenue as disclosed in your account); and

(f) the content and materials furnished by you to Nova do not and will not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.

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5. Payments

5.1 Definition of Net Earnings

“Net Earnings” means the gross revenue actually received by Nova that is attributable to your Artist Content from digital service providers and other monetization sources, less DSP and platform fees, taxes, chargebacks, refunds, currency-conversion costs, and third-party costs, calculated per calendar month. Your percentage of Net Earnings (your “Revenue Share”) is determined by the tiered model below. Nova reports earnings based on data received from distribution partners and payment processors, which may be reported on a lag of one or more months.

5.2 Base Split

Unless a separate written agreement states otherwise, all artists begin at the base split of 80% to you and 20% to Nova of Net Earnings. There are no monthly subscription or membership fees to distribute through Nova.

5.3 Performance Tiers and Rebate Dividend

Your split improves as your monthly Net Earnings grow. Each calendar month is evaluated independently, so a strong month always earns the higher share for that month. The additional amount you earn above the base 80% is paid to you on a deferred basis as a “Rebate Dividend.”

Monthly Net Earnings

Your Split

How You Are Paid

Below $1,000 (Base Tier)

80% / 20%

Full 80% paid on the standard payout schedule. No rebate.

$1,000 – $9,999.99 (Tier 1)

85% / 15%

80% paid on the standard schedule, plus a 5% Rebate Dividend paid 3–6 months later.

$10,000 or more (Tier 2)

90% / 10%

80% paid on the standard schedule, plus a 10% Rebate Dividend paid 3–6 months later.

Example: If your Artist Content generates $12,000 in Net Earnings in a given month, you reach Tier 2 for that month. You receive $9,600 (80%) on the standard schedule and a $1,200 Rebate Dividend (the additional 10%) 3–6 months later, for a total of 90%.

5.4 How the Rebate Dividend Is Paid

• You always receive your base 80% of Net Earnings on Nova’s standard payout schedule, regardless of tier.

• If you qualify for Tier 1 or Tier 2 in a given month, the additional 5% or 10% for that month is paid as a Rebate Dividend 3 to 6 months after the close of the qualifying month. Nova determines the exact dividend pay date within that window.

• Your tier is recalculated each month based on that month’s Net Earnings. Qualifying for a tier in one month does not guarantee the same tier in any other month.

• You can view each pending Rebate Dividend, the qualifying month, and its scheduled pay date in your Nova dashboard.

• Rebate Dividends accrue to your Nova account and are not interest-bearing. During the deferral period, undistributed Rebate Dividends remain general unsecured contractual payment obligations of Nova and are not held in trust or segregated accounts..

• If your account is terminated for cause, or if a qualifying month is later found to involve fraud, chargebacks, or infringement, Nova may adjust, offset, or forfeit the corresponding Rebate Dividend as permitted by law.

Nova reserves the right to delay payment where revenue remains subject to clawback, fraud investigation, audit, or payment reconciliation.

5.5 Offsets

You authorize Nova to offset against current or future payments (including Rebate Dividends) any amounts you owe to Nova, including fees, Early Payout advances, chargebacks, refunds, overpayments, and amounts attributable to fraud or breach of this Agreement, after providing reasonable notice where practicable.

5.6 Taxes

You are solely responsible for any taxes owed on amounts you receive and for providing valid tax documentation as required.

5.7 Withholding

Nova may withhold, reverse, or recover payments (including Rebate Dividends and Early Payout amounts) that are attributable to fraud, infringement, chargebacks, policy violations, or breach of this Agreement.

6. Proprietary Rights

The Site and the content, marks, logos, and other materials on the Site ("Site Content") are protected by copyright, trademark, and other laws of the United States and foreign countries. You acknowledge and agree that the Site and Site Content, including all associated intellectual property rights, are the exclusive property of Nova and its licensors. You will not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Site or Site Content.

All trademarks, service marks, logos, trade names, and any proprietary designations of Nova used herein are trademarks or registered trademarks of Nova. Any other trademarks, service marks, logos, trade names, and other proprietary designations are the trademarks or registered trademarks of their respective owners.

7. Indemnification

You agree to indemnify and hold Nova and its members, managers, employees, representatives, agents, affiliates, directors, officers, and partners (the "Indemnified Parties") harmless from any damage, loss, or expense (including reasonable attorneys' fees and costs) incurred in connection with any third-party claim, demand, or action brought against any of the Indemnified Parties arising out of or relating to: (a) your Artist Content; (b) your use of the Site or Services; (c) your breach or alleged breach of this Agreement or your representations and warranties; or (d) your violation of any law or third-party right. Nova may participate with counsel of its choosing.

If you have to indemnify Nova under this section, Nova will have the right to control the defense, settlement, and resolution of any claim at your expense. You may not settle or otherwise resolve any claim without Nova's prior written consent.

8. Disclaimers and Limitations

8.1 Disclaimer of Warranties

NOVA PROVIDES THE SITE AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. NOVA DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, OR THEIR USE: (I) WILL BE UNINTERRUPTED; (II) WILL BE FREE OF INACCURACIES OR ERRORS; (III) WILL MEET YOUR REQUIREMENTS; OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE THAT YOU USE. NOVA MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

NOVA DOES NOT GUARANTEE ANY LEVEL OF EARNINGS, STREAMING RESULTS, CHART PLACEMENTS, OR OTHER OUTCOMES FROM YOUR USE OF THE SERVICES.

NOVA MAKES NO GUARANTEE THAT ANY PARTICULAR DIGITAL SERVICE PROVIDER WILL ACCEPT, CONTINUE HOSTING, MONETIZE, OR DISTRIBUTE YOUR ARTIST CONTENT.

8.2 Exclusion of Damages

NOVA WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE SITE OR SERVICES, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 Limitation of Liability

IN NO EVENT WILL THE LIABILITY OF NOVA EXCEED THE GREATER OF (I) THE AMOUNT PAID BY NOVA TO YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY OR (II) ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THESE MAY NOT APPLY TO YOU.

8.4 Third-Party Services

CERTAIN SERVICES, INCLUDING BUT NOT LIMITED TO BANKING FEATURES, ARE PROVIDED BY THIRD-PARTY PARTNERS AND NOT BY NOVA. NOVA IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF SUCH THIRD PARTIES.

9. Termination

Nova may suspend or terminate your use of the Site and/or Services if it believes, in its sole discretion, that you have breached this Agreement or engaged in fraudulent or unlawful conduct. You may terminate your account at any time, subject to completing any pending distribution, recoupment, and payout obligations. Sections 3.2, 4, 5, 6, 7, 8, 9, 10, and 11 of this Agreement shall survive termination.

10. Copyright Infringement Claims

Nova respects the intellectual property of others and takes the protection of copyrights and all other intellectual property very seriously. Infringing activity will not be tolerated on or through the Site or Services.

10.1 Notification of Claimed Infringement

If you believe in good faith that your copyright or other intellectual property rights have been infringed, please provide us with a written notice containing:

(a) your name, telephone number, address, and email address;

(b) a description of the copyrighted work that you claim has been infringed;

(d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(e) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and

(f) your electronic or physical signature.

Please submit your notice to: privacy@novadistro.io

10.2 Counter-Notification

If you believe that a notice of infringement has been improperly submitted against you, you may submit a counter-notification in accordance with applicable law. Nova reserves the right to seek damages from any party that submits a false notification or counter-notification.

10.3 Repeat Infringers

Nova may terminate the accounts of users who are repeat infringers.

11. Dispute Resolution and Governing Law

11.1 Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey without reference to conflict of law principles.

11.2 Arbitration

You and Nova agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or to the use of the Site and/or Services (collectively, "Disputes") will be settled by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (and Consumer Rules where applicable), except that Nova retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights.

11.3 Jury and Class Action Waiver

YOU ACKNOWLEDGE AND AGREE THAT YOU AND NOVA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both you and Nova otherwise agree in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of class or representative proceeding.

11.4 Severability

If the arbitration provision or class action waiver is held unenforceable, then the entirety of this dispute resolution section will be deemed void, and disputes will be resolved in the state or federal courts located in New Jersey, to whose jurisdiction the parties consent.

11.5 Arbitration Procedures

The arbitration shall be conducted in English by a single independent arbitrator. The arbitration shall be conducted by telephone, online, and/or based solely on written submissions, as chosen by the party initiating the arbitration. The arbitration shall not require any personal appearances by the parties or witnesses unless otherwise mutually agreed in writing.

12. Notices

All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail.

If you give notice to Nova, you must use the following addresses:

Nova Artist Services Agency LLC

PO Box 299. Alpine, NJ 07620-1027

Email: legal@novadistro.io

If Nova provides notice to you, Nova will use the contact information associated with your account. All notices will be deemed received as follows: (i) if by U.S. mail, seven (7) business days after dispatch; (ii) if by overnight courier, on the date receipt is confirmed; or (iii) if by electronic mail, 24 hours after the message was sent, if no system error or notice of non-delivery is generated.

NEED TO ADD DMCA NOTICE AND ENSURE REGISTERED WITH COPYRIGHT OFFICE.

13. Miscellaneous

This Agreement will be binding upon each party hereto and its successors and permitted assigns. This Agreement will not be assignable or transferable by you without the prior written consent of Nova. Nova may freely assign or transfer any rights granted to it under this Agreement.

Artists cannot upload content violating sanctions.

This Agreement, together with the Privacy Policy and any additional terms for specific Services, contains the entire understanding of the parties regarding its subject matter and supersedes all prior and contemporaneous agreements and understandings between the parties.

No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.

The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect. The headings used in this Agreement are for convenience only and shall not be deemed to limit or affect any of the provisions hereof.

14. Contact

Nova Artist Services Agency LLC

General Support: support@novadistro.io

Legal Notices: legal@novadistro.io

By using the Site or Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.