These Terms & Conditions (these “Terms”) are entered into by and between Gold Media Tech LLC (“Gold Media Tech,” “we,” “us,” or “our”) and the individual or entity that accesses our website or uses our services (“you”).
By (a) accessing or using our website located at https://goldmediatech.com (including any subdomains, content, functionality, and services offered on or through it, the “Site”), and/or (b) engaging Gold Media Tech to provide staff augmentation, recruiting, or related consulting services (collectively, the “Services”), you affirmatively agree to be bound by these Terms and represent that you have the authority to bind the entity on whose behalf you are acting. If you do not agree to these Terms or lack such authority, you must not access or use the Site or engage our Services.
These Terms apply to: (a) Clients who use our Services to identify, engage, or manage talent; (b) Contractors/Professionals who are recruited or placed through Gold Media Tech; and (c) Any other visitors or users of the Site.
1. Definitions
For purposes of these Terms:
“Candidate” means any individual who is being evaluated, interviewed, or considered by Gold Media Tech and/or a Client for potential placement or engagement to provide services to a Client, but who has not yet been selected or engaged as a Contractor.
“Client” means any individual or entity that uses or engages Gold Media Tech’s Services to find, recruit, or manage talent for its business needs.
“Contractor” or “Professional” means any individual recruited, sourced, referred, or placed by Gold Media Tech to provide services to a Client.
“Services” means staff augmentation, recruiting, talent sourcing, and consulting for remote team management, as well as any related services we may offer from time to time.
“Service Agreement” or “Order” means any separate written agreement, order form, statement of work, or services confirmation (including any exhibits or addenda) that describes the particular Services, pricing, and other commercial terms agreed between Gold Media Tech and a Client.
In the event of a conflict between these Terms and a signed Service Agreement, the Service Agreement will control with respect to the subject matter of that Service Agreement.
2. Acceptance of These Terms
By using the Site or the Services (including by clicking to accept or agree to these Terms when that option is presented to you), you acknowledge that you have read, understand, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated into these Terms by reference.
If you do not agree to these Terms or the Privacy Policy, you must not access or use the Site or Services.
3. Changes to These Terms
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately upon posting on the Site for new users. For existing clients with active Service Agreements, material changes will become effective thirty (30) days after posting, unless Client objects in writing within such period. Changes apply to all access to and use of the Site and Services after the effective date.
Your continued use of the Site or Services following the effective date of revised Terms (as specified in Section 3) means that you accept and agree to the changes. We will provide notice of material changes via email to the address associated with your account (if applicable) or by prominent notice on the Site. You are responsible for maintaining current contact information and checking this page periodically so you are aware of any changes.
4. Eligibility
The Site and Services are offered and available only to individuals who are at least the age of majority in their jurisdiction and who can form a binding contract with Gold Media Tech, and to legal entities in good standing. By using the Site or Services, you represent and warrant that you meet all eligibility requirements.
5. Scope of Services and Role of Gold Media Tech
Services Provided
Gold Media Tech is a staff augmentation and recruiting firm that assists companies in building remote teams by connecting them with skilled professionals worldwide. We offer Services that may include, but are not limited to:
- Sourcing and screening Candidates/Contractors;
- Introducing Contractors to Clients;
- Staff augmentation placements (longer-term engagements); and
- Consulting regarding remote team management and related processes.
The specific scope, timeline, and pricing for each engagement will be set forth in the applicable Service Agreement.
Relationship Between Client, Contractor, and Gold Media Tech
Unless expressly stated otherwise in a written Service Agreement:
- Contractors are independent professionals, not employees, agents, or legal representatives of Gold Media Tech.
- The Client engages, manages, and directs the Contractor’s work and is solely responsible for day-to-day supervision, work assignments, performance expectations, and deliverables.
- Gold Media Tech does not control or supervise the Contractor’s performance, outcomes, or compliance with Client policies or laws, and is not responsible for the Contractor’s acts, omissions, or performance.
Gold Media Tech and Client acknowledge that worker classification is a complex legal matter that depends on multiple factors including the specific nature of the working relationship, applicable jurisdiction, and how services are performed. Gold Media Tech will structure its arrangements with Contractors as independent contractor relationships and will provide guidance to Clients regarding best practices for maintaining such relationships. However, ultimate responsibility for compliance with employment, tax, labor, immigration, and worker classification laws rests with the party that exercises control over the manner and means of the Contractor’s work. Client is responsible for ensuring that its direction, supervision, and management of Contractors complies with all applicable laws in the jurisdictions where Client operates and where Contractors perform services. Gold Media Tech will comply with its obligations as the entity engaging Contractors under applicable law. Each party agrees to indemnify the other for claims arising from its own failure to comply with applicable worker classification and employment laws, except as otherwise expressly allocated in a signed Service Agreement.
6. Service Agreements; Ordering; Changes
Service Agreements and Orders
Services are typically governed by one or more Service Agreements, order forms, or statements of work agreed between Gold Media Tech and the Client. These documents, along with these Terms, form the entire agreement between Gold Media Tech and the applicable Client regarding the Services.
Change Requests
If either party wishes to change the scope or performance of the Services (for example, changing role requirements, rates, or duration), that party must submit a written request describing the proposed changes. Gold Media Tech will provide an estimate of:
- Any changes to timing;
- Any fee or rate adjustments; and
- Any other material impact on the Services.
The parties will negotiate in good faith and document any agreed changes in a written amendment, updated Service Agreement, or updated order.
Gold Media Tech may from time to time modify how the Services are delivered (for example, updating tools or processes) so long as these changes do not materially reduce the overall nature or scope of the Services for the Client.
7. Client Obligations
Clients agree to:
1. Provide accurate and complete information about their business needs, technical requirements, role descriptions, and team processes to enable us to identify and recommend appropriate Contractors.
2. Cooperate with Gold Media Tech in all matters relating to the Services, including providing timely feedback regarding Candidates/Contractors, interviews, and hiring decisions.
3. Provide access to systems, tools, and information reasonably necessary for Contractors to perform their work (where applicable).
4. Pay all fees and charges in accordance with these Terms and the applicable Service Agreement.
5. Comply with all applicable laws in connection with Client’s use of the Site and Services and Client’s management, direction, and use of Contractors. To the extent Gold Media Tech has expressly assumed responsibility for worker classification or employability status pursuant to Section 5 or a signed Service Agreement, Client’s compliance obligations shall not extend to matters for which Gold Media Tech has assumed responsibility, provided that Client complies with any requirements or limitations specified by Gold Media Tech to maintain such classification.
If Gold Media Tech’s performance is delayed or prevented by Client’s acts or omissions (including failure to provide information, access, feedback, or payment), Gold Media Tech will not be liable for any resulting costs or delays to the extent arising from such acts or omissions.
8. Payments, Fees, and Taxes
Fees
In consideration of the Services, Clients shall pay the fees, rates, and other charges set forth in the applicable Service Agreement or order.
Invoices and Payment Terms
Unless otherwise specified in a Service Agreement:
- Gold Media Tech will invoice Client in accordance with the billing schedule set forth in the Service Agreement (e.g., monthly, per placement, project-based).
- Client shall pay all invoiced amounts in U.S. Dollars within thirty [(30)] days of the invoice date, or as adjusted by the applicable Service Agreement, via the payment method(s) specified by Gold Media Tech.
- Client is responsible for any bank, wire, or payment processing fees.
Late Payments
If Client fails to pay any amount when due:
- Gold Media Tech may charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month (18% per annum) or the maximum rate permitted by Delaware law, whichever is less, calculated daily from the due date until the date of actual payment; and
- Gold Media Tech may, upon five (5) business days’ written notice to Client, suspend or withhold Services (including suspending access to Contractors) until all past-due amounts, including accrued interest, are paid in full. Gold Media Tech shall not be liable for any damages resulting from such suspension.
Taxes
Fees are exclusive of all sales, use, value-added, withholding, or other taxes or duties imposed by any governmental authority. Client is responsible for all such taxes and duties (except taxes based on Gold Media Tech’s net income) associated with its receipt of the Services. If Gold Media Tech is required to pay or collect any such taxes for which Client is responsible, Client shall reimburse Gold Media Tech for such amounts within ten (10) days of invoice. If Client is required to withhold taxes on payments to Gold Media Tech, Client shall pay such additional amounts as necessary to ensure Gold Media Tech receives the full amount of fees due.
9. Intellectual Property
Client Work Product
Unless otherwise agreed in writing between Client and Contractor and/or in a Service Agreement, the following provisions govern intellectual property rights in connection with Services:
- “Client Work Product” means all intellectual property, deliverables, and work product created by a Contractor in the course of performing services for a Client. Ownership of Client Work Product is a matter to be agreed between Client and the applicable Contractor. Gold Media Tech is not a party to, and has no ownership interest in, any Client Work Product.
Client is solely responsible for entering into appropriate written agreements with Contractors regarding intellectual property ownership, work-for-hire status, assignment of rights, and any other IP-related matters as required by applicable law and Client’s internal policies. Gold Media Tech makes no representations or warranties regarding the ownership, transferability, or sufficiency of any intellectual property rights in Client Work Product. Gold Media Tech shall have no liability for any claims, disputes, or losses arising from: (a) Client’s failure to obtain appropriate IP rights from Contractors; (b) any IP disputes between Client and Contractors; (c) any defects in IP assignments or work-for-hire agreements; or (d) any third-party IP infringement claims related to Client Work Product, except as expressly set forth in a signed Service Agreement that specifically allocates such risks to Gold Media Tech.
Gold Media Tech Materials
All intellectual property rights in and to:
- The Site and its contents, features, and functionality (including text, graphics, logos, software, and design); and
- Any proprietary templates, tools, processes, or materials that Gold Media Tech provides in connection with the Services (excluding Client Work Product and Client’s own materials), are and will remain owned by Gold Media Tech or its licensors.
Gold Media Tech grants Clients and Site users a limited, non-exclusive, non-transferable, revocable license to access and use the Site and any Gold Media Tech materials solely for internal business purposes and in accordance with these Terms.
You must not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise use any part of the Site or Gold Media Tech materials except as expressly permitted in these Terms.
10. Confidentiality
During the course of the Services, each party may receive or have access to the other party’s non-public, confidential, or proprietary information (“Confidential Information”).
Gold Media Tech’s Confidential Information includes, without limitation, its business methods, pricing, processes, and non-public information about its network of Contractors.
Client’s Confidential Information includes, without limitation, its business plans, internal processes, customer data, and any non-public technical or financial information.
Each party agrees to:
1. Use the other party’s Confidential Information only for purposes of the Services; and
2. Not disclose the other party’s Confidential Information to any third party except to employees, agents, or Contractors who need to know such information for the Services and are bound by confidentiality obligations no less protective than those in these Terms.
Confidential Information does not include information that is (a) publicly available without breach of these Terms; (b) already known to the receiving party, as evidenced by written records; (c) obtained from a third party without confidentiality obligations; or (d) independently developed without use of the disclosing party’s Confidential Information.
Either party may disclose Confidential Information when required by law or court order, provided it (where legally permissible) gives the other party reasonable notice and cooperates in seeking protective measures.
11. Use of the Site and Accounts
Access and Availability
We reserve the right to withdraw or amend the Site, and any service or material we provide on the Site, in our sole discretion and without notice. We will not be liable if all or any part of the Site is unavailable at any time.
From time to time, we may restrict access to some or all parts of the Site to users, including registered users.
Account Security
If you create an account on the Site, you must treat your login credentials as confidential and must not share them with any other person. You are responsible for all activity that occurs under your account. You agree to notify us promptly of any unauthorized access or use of your account or any other breach of security.
We may disable any account or login credentials at any time if we believe you have violated any provision of these Terms.
12. Prohibited Uses
You may use the Site only for lawful purposes and in accordance with these Terms. You agree not to:
- Violate any applicable laws or regulations;
- Use the Site to exploit, harm, or attempt to exploit or harm anyone;
- Transmit unauthorized advertising or spam;
- Impersonate Gold Media Tech or any other person or entity;
- Introduce viruses, worms, or other malicious code;
- Attempt to gain unauthorized access to any part of the Site or related systems;
- Use any robot, scraper, or other automated means to access the Site for monitoring or copying content without our prior written consent; or
- Interfere with the proper working of the Site.
We may, in our sole discretion, terminate or suspend your access to the Site if we believe you are violating these Terms or engaging in any harmful or unlawful activity.
13. User Content
If the Site offers interactive features (such as blogs, message boards, or profiles) that allow you to post or upload content (“User Content”), you are solely responsible for any User Content you submit.
By posting User Content, you grant Gold Media Tech a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute such User Content for purposes of operating and improving the Site and Services.
You represent and warrant that you own or control all rights in and to the User Content and that your User Content complies with these Terms and all applicable laws.
We may remove or refuse to post any User Content at any time in our sole discretion.
14. Privacy
All information we collect on the Site or in connection with the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. By using the Site or Services, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.
15. Third-Party Sites and Services
The Site may contain links to third-party websites, services, or resources that are not owned or controlled by Gold Media Tech. These links are provided for convenience only. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party sites or services.
Your use of third-party sites or services is at your own risk and subject to the terms and conditions of those third parties.
16. Disclaimers
Site and Services Provided “As Is”
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SERVICE AGREEMENTS IS AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.
TO THE FULLEST EXTENT PERMITTED BY DELAWARE AND APPLICABLE LAW, GOLD MEDIA TECH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Without limiting the foregoing, we do not warrant that:
- The Site or Services will be uninterrupted, secure, or error-free;
- Any Candidate/Contractor will be suitable, qualified, or successful for any Client’s particular needs; or
- Any particular results or outcomes will be achieved from the use of the Services.
Intermediary Role
Gold Media Tech acts as an intermediary between Clients and Contractors. We are not responsible for:
- Contractor performance, misconduct, or legal infractions;
- Client mismanagement or misuse of our Services; or
- Any third-party claims arising from the Client’s or Contractor’s actions or omissions.
17. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GOLD MEDIA TECH, ITS AFFILIATES, OR THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF DATA, DAMAGE ARISING FROM CONTRACTOR PERFORMANCE, CLIENT MISMANAGEMENT, THIRD-PARTY CLAIMS, OR DAMAGE TO BUSINESS REPUTATION) ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED UNDER THESE TERMS OR ANY SERVICE AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WITHOUT LIMITING THE FOREGOING, GOLD MEDIA TECH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO (A) USE OF THE SITE WITHOUT A SIGNED SERVICE AGREEMENT SHALL NOT EXCEED ONE DOLLAR ($1.00), AND (B) SERVICES PROVIDED PURSUANT TO A SIGNED SERVICE AGREEMENT SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY EXPRESSLY SET FORTH IN THAT SERVICE AGREEMENT; ABSENT A SIGNED SERVICE AGREEMENT, GOLD MEDIA TECH’S AGGREGATE LIABILITY FOR SERVICES SHALL NOT EXCEED TEN THOUSAND DOLLARS ($10,000), IN EACH CASE REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE).
IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND A SIGNED SERVICE AGREEMENT, THE LIABILITY CAP EXPRESSLY STATED IN THE SERVICE AGREEMENT SHALL CONTROL AND GOVERN THE PARTIES’ RIGHTS AND OBLIGATIONS.
Some jurisdictions do not allow the exclusion of certain damages or limitations of liability, so some of the above limitations may not apply to you. In those cases, Gold Media Tech’s liability will be limited to the fullest extent permitted by applicable law.
18. Indemnification
Client agrees to defend, indemnify, and hold harmless Gold Media Tech and its affiliates, and their respective owners, officers, directors, employees, and agents, from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Client’s material breach of these Terms or any Service Agreement;
- Client’s negligent or willful acts or omissions in the engagement, management, or supervision of any Contractor provided by Gold Media Tech; or
- Client’s violation of any applicable law or infringement of any third party’s intellectual property rights, in each case to the extent caused by Client’s acts or omissions and not arising from Gold Media Tech’s provision of the Services in accordance with these Terms.
19. Term; Suspension; Termination
These Terms commence when you first access the Site or Services and continue until terminated. Each Service Agreement shall commence on its effective date and continue for the term specified therein.
Gold Media Tech may, in its sole discretion, suspend or terminate your access to the Site or Services, or any Service Agreement, if you:
- Fail to pay any undisputed amount when due and such failure continues for ten (10) business days after written notice of non-payment;
- Materially breach these Terms or a Service Agreement and do not cure such breach within thirty (30) days after receiving written notice specifying the breach; or
- Become insolvent or subject to bankruptcy, receivership, or similar proceedings.
Either party may terminate any Service Agreement for convenience upon thirty (30) days’ prior written notice to the other party. Upon termination, Client shall remain obligated to pay all fees for Services performed through the effective date of termination. Any additional termination rights, notice periods, or termination fees shall apply only if expressly set forth in a signed Service Agreement. Termination will not relieve either party of obligations that by their nature should survive termination, including payment obligations, confidentiality, intellectual property ownership, limitations of liability, and indemnification.
20. Force Majeure
Neither party will be liable for any failure or delay in performance under these Terms or any Service Agreement to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, government actions, epidemics, pandemics, or labor disputes not involving such party’s own employees (each, a “Force Majeure Event“). However, Force Majeure Events shall not excuse Client’s payment obligations for Services already rendered. If a Force Majeure Event continues for more than thirty (30) days, either party may terminate the affected Service Agreement upon written notice.
21. Governing Law; Dispute Resolution
Governing Law
These Terms, the Site, and any dispute arising out of or related to them or to the Services will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any conflict of laws principles that would result in the application of the laws of another jurisdiction.
Venue
Any legal action or proceeding arising out of or relating to these Terms or the Services shall be instituted exclusively in the state or federal courts located in the State of Delaware, and you irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue in such courts.
Informal Resolution; Mediation
Before initiating any formal legal proceeding, the parties agree to attempt in good faith to resolve disputes informally through written notice and discussion. If the dispute cannot be resolved informally, the parties may agree to non-binding mediation in Delaware before proceeding with litigation.
22. Updates to the Site and Terms
We may update the content on the Site from time to time, but such content may not always be complete or up to date. We are under no obligation to update any material on the Site. We may also modify or discontinue any part of the Site or Services at any time.
23. Assignment
You may not assign or transfer any of your rights or obligations under these Terms or any Service Agreement without our prior written consent. Any attempted assignment in violation of this section is void. Gold Media Tech may assign its rights and obligations under these Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.
24. Waiver; Severability
No waiver by Gold Media Tech of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or a waiver of any other term. If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
25. Entire Agreement
These Terms, together with any applicable Service Agreements, orders, and our Privacy Policy, constitute the entire agreement between you and Gold Media Tech with respect to the Site and Services and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the same subject matter.
26. Contact Information
If you have any questions or concerns about these Terms, the Site, or the Services, please contact us at:
Gold Media Tech LLC
Email: contact@goldmediatech.com