WHITEHOLE — Uploader Agreement

Version 1.0 · Effective 2026-08-18 · SAAAD LABS LLC d/b/a WHITEHOLE

Parties: SAAAD LABS LLC ("WHITEHOLE", "we") and the person or entity accepting at upload ("you", "Uploader"). Covers: the sound recording (the master) and its artwork and metadata — it does not transfer or license the underlying musical composition (§6). Acceptance: clickwrap at first upload; the version and a hash of the exact text shown are recorded per account. This page carries the same text the platform presents for signature.

1 · What you grant us

You grant SAAAD LABS LLC a non-exclusive, royalty-bearing licence to your uploaded sound recordings and associated artwork and metadata, to:

reproduce and technically process them — storage, transcoding, waveform and preview generation, and audio fingerprinting for the screening described in §4;
publicly perform them by digital audio transmission and make them available for interactive streaming to end users of the service, on both the free and the paid tier;
distribute permanent digital downloads of them to end users for purchase;
use the artist name, track and release titles, and artwork to display, list, and promote the recordings within the service;
assign standard identifiers where a recording or release lacks them — an ISRC for the recording, a UPC for the release, issued from identifier ranges WHITEHOLE holds — and embed them in the recording's metadata, files, and usage reporting. An assigned code identifies that recording permanently and travels with it: you may use it everywhere, including after this agreement ends, and you agree not to assign a second ISRC to the same recording. If a recording was released before, you bring its existing ISRC instead (§2d) — one recording, one ISRC, forever.

The grant is worldwide for hosting and processing; delivery to end users occurs only in territories where the service operates and is licensed (currently the United States). This lets the service expand territory without re-papering every uploader; expansion never enlarges your royalty terms without the notice process in §9.

This is a licence, not a transfer. You keep ownership of your recordings and may license them anywhere else — WHITEHOLE is non-exclusive by design.

Accounts carry a catalog limit, stated in Schedule A as a track count and enforced as the equivalent storage; uploads beyond the limit are refused until space is made or the account moves to a tier with a larger limit. Withdrawn recordings that listeners have purchased still count toward the limit, because the service keeps serving those purchased copies (§8).

2 · What you promise us

You represent and warrant that:

you own or control the sound recording rights in everything you upload, or are authorised by the owner to grant this licence;
the recordings and artwork infringe no third party's rights — including uncleared samples and interpolations;
every featured and non-featured performer on the recording has consented to its commercial release;
the metadata you enter is accurate, including the ℗-line ownership answer, the ISRC if supplied, and the songwriter and composition information collected at upload — which the service relies on in good faith for its statutory reporting to The MLC;
the royalty splits you configure are correct and total 100%. Disputes between collaborators over shares are between the collaborators; we pay the splits as configured until a corrected configuration or a court order reaches us;
you are not licensing us the composition and make no promise about it beyond (d) — see §6;
you are at least 18 years old, or a parent or legal guardian has co-signed this agreement on your behalf and thereby makes the promises of this §2 and bears the obligations of §10 alongside you. During the invite period, the co-signature is collected as part of account provisioning, before first upload.

These warranties are the foundation of the catalog. If one is false, §10 applies.

3 · Money

Defined structurally here; current figures live in Schedule A and inside the service, where every accrual is visible on your statements.

Downloads: each sale accrues price, minus the statutory mechanical royalty we reserve and pay for the composition, minus the platform fee — the remainder is credited to the recording's payees per the configured splits.
Streams: each play accrues a per-stream amount to the recording's payees per splits. The rate differs by service tier (paid subscription vs free), because the tiers earn differently; the tier of every play is recorded when it happens and is visible in reporting.
Accrual caps (anti-gaming): per-stream accrual is capped per listener, per calendar day (UTC), at the figures in Schedule A: a single listener's plays of one track accrue the full rate up to a first daily count, half the rate for a further count, then zero for the rest of that day; and once a listener's accruing plays across the whole catalog reach a daily total, further plays that day accrue nothing. The cap limits the money only, never the usage record — every play is still logged with its tier and reported to the collecting societies as usage. Ordinary listening, including a fan replaying a favourite, is untouched; what the cap bounds is looped or automated play.
Books: all amounts are computed in exact integer micro-dollars; rounding remainders go to the largest split so credited amounts always sum exactly to the pool.
Payout: balances are payable once they reach the minimum in Schedule A, after your payee passes identity verification (§5) and has a tax form (W-9 or W-8BEN) on file. Without a tax form, U.S. backup withholding applies at the statutory rate.
We may revise Schedule A prospectively with 30 days' notice in-product; continued availability of your catalog after the effective date is acceptance. Accrued amounts are never revised retroactively.
Fiat only. Every amount that accrues under this agreement is denominated and payable exclusively in U.S. dollars. The service currently offers no non-cash compensation of any kind. If a future program offers alternative accruals — for example software-licence credits or vouchers — it will be introduced only by prospective amendment under §9, accompanied by a schedule stating how such accruals are calculated and earned, their U.S.-dollar value as carried on your statements, and how they are reported for tax purposes; participation in any such program will be elective, and no such program will reduce the fiat accruals of Schedule A.

4 · Screening, and its limits

Uploads pass automated screening before going live — currently duplicate detection by audio checksum against the catalog and a registry of known reference works, plus metadata checks. A conflict blocks the track pending review. The screening method may strengthen over time (for example, vendor audio fingerprinting) without amendment, since screening only ever protects the catalog. Screening is a filter, not a clearance: a clear result does not certify the recording is non-infringing, and does not shift §2 off you.

5 · Identity verification

Tracks go live, and money moves, only after the receiving payee completes identity verification. We may re-verify when the law or our payment partners require it.

6 · The composition is not part of this grant

A recording embodies a musical composition with its own rights and owners. WHITEHOLE obtains composition rights the lawful way for a U.S. service — the compulsory blanket licence for mechanicals and licences from the performing rights organisations — and reserves and pays those royalties itself (§3). You therefore grant nothing here on behalf of writers or publishers, and this agreement takes nothing from them. What we need from you is §2(d): accurate composition metadata, so the right people get paid.

Invite-period beta: until the blanket licences above are in effect, lawful streaming requires composition permission obtained directly. Artists onboarding during the invite period therefore sign a separate short-form direct licence for their compositions alongside this agreement — as the composition's rights-holder, or with the documented authority of every co-writer and publisher whose share it covers. That licence is its own document with its own signature and its own terms; nothing in this agreement reaches the composition (§2f). A recording streams in beta only while every linked composition is fully covered by such a licence, and once the blanket licences are active, new uploads no longer require one.

7 · Copyright complaints, and the strikes rule

The service operates a notice-and-takedown process under 17 U.S.C. §512; the designated agent and the notice requirements are published at whitehole.io/dmca.html. If a compliant notice identifies your track, we remove or disable it expeditiously and notify you; you may counter-notify under §512(g).

Repeat-infringer policy — this is your formal notice of it: accounts and payees that repeatedly infringe are terminated, and termination forfeits the licence in §1 for all their recordings. Strikes are recorded per payee; termination is at our reasonable discretion consistent with §512(i).

8 · Removal — yours and ours

You may withdraw any recording at any time from the service's catalog controls. Withdrawal stops new streams and sales; it does not claw back permanent downloads already purchased, which end users keep — that permanence is a term of their purchase and of our statutory licence filings. Royalties accrued before withdrawal remain payable.

We may remove or disable any recording that we reasonably believe breaches §2, on receipt of a §7 notice, where required by law, or on termination of the service; and may archive recordings from an inactive account after notice.

9 · Term, changes, termination

This agreement runs from acceptance until terminated. You terminate by withdrawing your catalog and closing the account; we may terminate under §7, for material breach, or on ending the service, with accrued payment obligations surviving in each case. We may amend the agreement prospectively with 30 days' in-product notice; continued uploading or continued catalog availability after the effective date is acceptance. §§2, 8 (as to purchased copies), 10, and 11 survive termination.

10 · If a promise was false

You will defend and indemnify SAAAD LABS LLC against third-party claims, damages, and reasonable costs arising from breach of §2, and we may withhold and offset amounts otherwise payable to you against sums attributable to the claim, pending its resolution.

11 · The boring but load-bearing part

Neither party is liable to the other for indirect or consequential damages; our aggregate liability to you is capped at the amounts payable to you in the twelve months before the claim. The service is provided as-is; we do not promise revenue, placement, or promotion. This agreement is the entire agreement about its subject, is governed by the laws of the State of New Jersey without regard to conflicts rules, with disputes in the state and federal courts sitting in New Jersey, and neither side may assign it except to a successor of the business. If a term fails, the rest stand.

Schedule A — current figures (revisable per §3/§9)

Item	Current value
Download price	$0.99 per track
Statutory mechanical reserved per download	13.1¢ (tracks the CRB rate)
Platform fee on downloads	15% of price
Per-stream master accrual — paid tier	$0.007
Per-stream master accrual — free tier	$0.001
Payout minimum	$10.00
Backup withholding without W-9/W-8BEN	24%
Accrual cap — per listener, per track, per day	first 10 plays full rate, next 20 at half, then zero
Accrual cap — per listener, per day, whole catalog	150 accruing plays, then zero
Catalog limit — artist account	40 tracks (enforced as equivalent storage)

How the paid-tier stream rate is set — purchase parity. A download nets the recording's payees $0.7105 under the figures above. The service treats one hundred streams as the listening equivalent of owning a copy, so a paid-tier stream accrues 1/100th of an owned copy's net: $0.0071, stated as $0.007. The rate is therefore anchored to the price of music, not to other streaming services, and re-derives when the download economics change. The plays-to-own ratio is the deliberate dial in this policy.

Questions

Artists onboarding during the invite period review and sign this agreement inside the platform at first upload — contact@saaadlabs.com. The full checklist is on the Artist Onboarding page.