This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made between Nuggets of Wisdom (referred to in this policy as “Nuggets of Wisdom”, “NoW”, “us”, “we”, “the NoW”, “company” or “our”) has adopted the following Terms of Service which govern your relationship with NoW and provide important information about your legal rights (“Terms”), and (the “Freelancer”), for the purpose of setting forth the exclusive terms and conditions by which NoW desires to acquire Freelancer’s services. These Terms explain the rules you need to follow when you visit our marketplace located at nuggets-of-wisdom.com and related subdomains (together, the "Nuggets of Wisdom Marketplace"), any affiliated web pages we may host (which together with the NoW Marketplace, we refer to in these Terms as the “Sites”), our mobile applications (“Apps”), and any other services we might offer (together the Sites, Apps, and related services are our “Services”). The NoW Marketplace offers an open platform for educators and creators to discover, buy, sell, and share their original content for teaching and learning, classroom decor, and supplies for creating such works (“Resources”). Resources may include electronically delivered files, digital products, streaming video, physical or used goods, and other product types. NoW may modify, add, discontinue support for, or limit the availability of any product type. A Resource, together with the Resource title, description, and other listing information make up a “Resource Listing.” NoW at no time owns or sells Resources for or on behalf of our Sellers. Users of the NoW Marketplace include members who have registered for a NoW account (“Account”) (“Members”) and visitors who browse the marketplace without registering for an Account (“Visitors”). (Visitors and Members together are our “Users”.) By using our Services as a Visitor, Member, or in any other manner, you agree to follow these Terms, including the terms of our Privacy Policy, Copyright Policy, Community Guidelines, Seller Fees and Payout Rates Policy, and any other terms or policies which are incorporated as part of these Terms.
In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:
1. Services.
NoW retains Freelancer, and Freelancer agrees to perform for NoW, certain services set forth in Exhibit A to this Agreement (the “Services”). Consideration / Compensation:
ELIGIBILITY
1. Only individuals who are 13 years of age or older are eligible to become Sellers. By registering for an Account or using our Services, you represent and warrant that you are at least 13 years old. When you sign this agreement, the information you provide needs to be true and accurate. Don’t provide fake or false information, don’t provide information that violates someone else’s rights, and don’t impersonate someone else.
2. We may ask for proof of your age or identity at any time in order to verify your Account and we may close or suspend access to your Account if you violate this rule or if we are unable to verify your age or identity. If your Account has been closed by NoW, you are no longer eligible to be a Member of our community.
SELLERS
1. You can enjoy additional capabilities that allow you to offer and sell Resources through our Services as a Seller (“Seller”, “Seller Membership”).
2. Sellers include individuals offering their own authored works (“Teacher-Authors”) and organizations or entities offering materials produced by one or more employees or commissioned authors (“Publishers”). NoW reserves the right to modify your Seller Membership type or remove content at any time at our discretion. In exchange for the full, prompt, and satisfactory performance of all Services to be rendered to NoW (as determined by the NoW),
3. NoW shall provide Freelancer, as full and complete compensation the sum of 70% of total items sold during each month to be paid once per month during the third week of each month. NoW retains 30% from each sale to help with advertising, website upkeep, and anything else that pertains to the continuation of NoW. Checks will be sent the Tuesday before the third Friday to ensure that they get to the contractor on the third Friday of the month. Contractors can choose either to receive their payment by check (Free) or by PayPal (the % fee that follows PayPal’s deduction schedule from final pay each month). There is a one-time, non refundable charge of $10 that must be paid in full before a seller may officially join Nuggets of Wisdom. This must be paid to nuggetsofwisdom4you@gmail.com through PayPal or another form of acceptable payment (credit or debit card). Checks will not be a valid form of payment. Once payment has been accepted and the contract has been signed and sent to NoW at nuggetsofwisdom4you@gmail.com, a Seller account will be created for the Seller.
4. Promoting Nuggets of Wisdom: As a seller with Nuggets of Wisdom, being able to promote your products you sell with Nuggets of Wisdom is very important. You agree to help promote Nuggets of Wisdom a minimum of four times per quarter on any platform of your choice. This includes but is not limited to: Facebook, TikTok, Instagram, Pinterest, X, YouTube, Rumble, Vimeo, etc...
RELATIONSHIP
1. Freelancer is not entitled to receive any other compensation or any benefits from NoW. Except as otherwise required by law, NoW shall not withhold any sums or payments made to Freelancer for social security or other federal, state, or local tax liabilities or contributions, and all withholdings, liabilities, and contributions shall be solely Freelancer’s responsibility. Freelancer further understands and agrees that the Services are not covered under the unemployment compensation laws and are not intended to be covered by workers’ compensation laws.
OUR SERVICES
1. We work hard to ensure that our Services are always available and working properly, but disruptions do occur from time to time and we can’t guarantee that any or all features will always work, or that our Services will be continuously available.
2. NoW is constantly working to improve our Services for all of our Users. We may update or change available functionality at any time. We make no guarantees to Sellers or other Members respecting the findability or searchability of any Resource Listing offered through our Services. We make no guarantees about how much any Seller may earn or whether the level at which a Seller is earning is likely to continue into the future.
REWARDS PROGRAMS
1. We may, at our sole discretion, offer Members opportunities to earn rewards ("Rewards") through various programs or incentives (“Rewards Programs”). We are under no obligation to offer a Rewards Programs of any kind or to issue Rewards in any specific form. We may change the Reward amount or form, Rewards Program requirements, and the conditions for receiving future Rewards at any time. We reserve the right, at our discretion, to revoke or withhold Rewards or ban a Member from receiving Rewards or participating in a Rewards Program. We reserve the right to modify, suspend, or discontinue any such Rewards Program at any time.
2.Nondisclosure: a. Freelancer understands that, in connection with its engagement with NoW, it may receive, produce, or otherwise be exposed to NoW trade secrets, business, proprietary and/or technical information, including, without limitation, information concerning customer lists, customer support strategies, employees, research and development, financial information (including sales, costs, profits, and pricing methods), manufacturing, marketing, proprietary software, hardware, firmware, and related documentation, inventions (whether patentable or not), know-how, show-how, and other information considered to be confidential by NoW, and all derivatives, improvements and enhancements to any of the above (including those derivatives, improvements and enhancements that were created or developed by Freelancer under this Agreement), in addition to all information NoW receives from others under an obligation of confidentiality (individually and collectively “Confidential Information”).
b. Freelancer acknowledges that the Confidential Information is the NoW’s sole, exclusive and extremely valuable property. Accordingly, Freelancer agrees to segregate all Confidential Information from information of other companies and agrees not to reproduce any Confidential Information without NoW’s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement, except to NoW employees and Freelancer Employees who need to know such Confidential Information in order to perform the Services. Freelancer shall require such Freelancer Employees to execute a non-disclosure agreement satisfactory to the NoW before such Freelancer Employee is exposed to any Confidential Information. Upon termination or expiration of this Agreement for any reason, Freelancer agrees to cease using and to return to NoW all whole and partial copies and derivatives of the Confidential Information, whether in Freelancer’s possession or under Freelancer’s direct or indirect control, including any computer access nodes and/or codes, and to arrange for the return of such materials by all Freelancer Employees.
c. Freelancer shall not disclose or otherwise make available to NoW in any manner any confidential and proprietary information received by Freelancer from third parties. Freelancer warrants that its performance of all the terms of this Agreement does not and will not breach any agreement entered into by Freelancer with any other party.
3.Indemnification / Release: a. Freelancer agrees to take all necessary precautions to prevent injury to any persons or damage to property during the term of this Agreement, and shall indemnify, defend and hold harmless NoW, its officers, directors, shareholders, employees, representatives and/or agents from any claim, liability, loss, cost, damage, judgment, settlement or expense (including attorney’s fees) resulting from or arising in any way out of injury (including death) to any person or damage to property arising in any way out of any act, error, omission or negligence on the part of Freelancer or any Freelancer Employee in the performance or failure to fulfill any Services or obligations under this Agreement.
4.Other Requirements:
a. Freelancer warrants that it will create and keep in full force and effect at all times hereunder original content that is not plagiarized, stolen or copyrighted.
b. License. NoW Sellers own and maintain the intellectual property rights in their Resources and grant Members licenses to use such Resources for limited use as described in this section. When you purchase a Resource, you’re purchasing a license to use the Resource in accordance with the terms of this Resource Licensing Policy. All downloadable and digitally consumed Resources can only be used in accordance with a license, which can either be an “Individual License” or a “Classroom License.”
c. Your use of any Resource, regardless of license type and whether the license is purchased by you, transferred to you by your Organization, or purchased for you as a gift or on your behalf by your school or other entity, is subject to this Resource Licensing Policy and other terms set forth in these Terms.
d. You agree to comply with the terms of this Resource Licensing Policy as well as any additional terms the Seller provides in the Resource Listing, to the extent that such terms do not conflict with these Terms. In the event of any conflict between this Resource Licensing Policy and a Seller’s terms, this Resource Licensing Policy will govern, except that Sellers may grant certain additional rights to their Resources.
e. Freelancer agrees when signing this document contract that they will provide 5 products to NoW within 3 months or will be terminated from the platform. They will have the opportunity to re-apply 1 year after termination occurs.
5.Termination:
a. This Agreement shall be effective on the date hereof and shall continue until terminated by either party with written notice.
b. Enrollment Term. Unless otherwise specified, enrollment as a Seller will be continued until either the seler specifies in writing 2 weeks prior that they are no longer wanting to sel with NoW, or are terminated through NoW’s decision.
c. Upon termination, Resources you’ve posted will no longer be searchable however your paid Resources remain accessible to the Accounts of Members who have previously purchased them.
d. Discontinue Services. We may change, suspend, or discontinue offering our Services at any time. Any suspension or discontinuation in our Services may mean that that your Account, including any Resources or other materials you may have purchased from our Services, and any Resources or Communications (collectively “Content“) you may have uploaded to our Services, may not be available to you or to other Users. We are not liable to you for any impact a change, suspension, or discontinuation of our Services may have included the loss of access to any Resources that you’ve purchased, or loss of income from your temporary or permanent inability to sell Resources through our Services.
e. NoW has the right, but not the obligation, to monitor any activity and Content associated with our Services. We may investigate any complaints or reported violations of our policies and take any action that we deem appropriate. Such action may include, but is not limited to, issuing warnings, suspension, or termination of your Membership, denying access, and/or removal of any Content on the site, including Resource Listings.
6.Independent Contractor:
a. NoW and Freelancer expressly agree and understand that Freelancer is an independent contractor and nothing in this Agreement shall be construed in any way or manner, to create between them a relationship of employer and employee, principal and agent, partners or any other relationship other than that of independent parties contracting with each other solely for the purpose of carrying out the provisions of the Agreement. Accordingly, Freelancer acknowledges that Freelancer and Freelancer’s Employees are not eligible for any NoW benefits, including, but not limited to, health insurance, retirement plans or stock option plans. Freelancer is not the agent of NoW and is not authorized and shall not have the power or authority to bind NoW or incur any liability or obligation, or act on behalf of NoW. At no time shall Freelancer represent that it is an agent of the NoW, or that any of the views, advice, statements and/or information that may be provided while performing the Services are those of the NoW.
b. Freelancer is solely responsible for directing and controlling the performance of the Services, including the time, place and manner in which the Services are performed. Freelancer shall use its best efforts, energy and skill in its own name and in such manner as it sees fit.
c.No Warranties. Participation is at your own risk. NoW makes no, and hereby disclaims any and all warranties of any kind, express or implied. We cannot make any guarantees as to the amount you may earn in Earnings in any particular month, or any other result or impact, tangible or intangible as a result of your participation. NoW will not be liable to you for any loss, damage, or harm you may suffer as a result of your participation in School Access. NoW does not take or claim any ownership (copyright, trademark, or otherwise) of Resources, and SA Sellers maintain the ownership they otherwise have as Sellers on the NoW Marketplace. Sellers hereby grant NoW a limited, non-exclusive, worldwide, royalty-free, assignable and transferable license to store, display, reproduce (for example, in order to make Resources available throughout the School Access Services and be able to provide copies to individual School Users who Access a Resource), reformat and modify (for example, to be able to make technical changes to the file in the background, and/or to add protective layers or other content such as notices on top of a Resource to protect them against misuse), provide access to and otherwise use all Qualifying Resources to provide the School Access Services, in their current form or any future form they may take.
7.General:
a. This Agreement does not create an obligation on NoW to continue to retain Freelancer beyond this Agreement’s termination. Freelancer hereby agrees that any breach of Section 3 by Freelancer will cause irreparable harm to NoW and that in the event of such breach or threatened breach, NoW shall have, in addition to any and all remedies of law and those remedies stated in this Agreement, the right to an injunction, specific performance or other equitable relief to prevent the violation of Freelancer’s obligations hereunder.
b. Freelancer hereby agrees that each provision herein shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.
c. This Agreement contains the entire agreement between the parties hereto with respect to the transactions contemplated herein. The language of all parts of this Agreement will in all cases be construed as a whole in accordance with its fair meaning and not for or against either party.
d. All notices provided for in this Agreement shall be given in writing and shall be effective when either served by hand delivery, electronic facsimile transmission, express overnight courier service, or by registered or certified mail, return receipt requested, addressed to the parties at their respective addresses as set forth at the beginning of this Agreement, or to such other address or addresses as either party may later specify by written notice to the other.
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement.  EXHIBIT A Date
INDEPENDENT CONSULTANT AGREEMENT SCOPE OF SERVICES
1. Seller Eligibility and Option to participate.
a. NoW hereby retains Freelancer, and Freelancer hereby agrees to perform for NoW, certain services, including, but not limited to the following:
b. To be eligible to participate, the freelancer must have at least five Qualifying Resources. NoW reserves the right in its discretion to change these eligibility requirements, make eligibility determinations on a case by case basis, and to allow or deny participation in the NoW Educational Catalog to any Seller, whether or not an Eligible Seller, at any time, for any reason.
c. Enrollment Term. Unless otherwise specified, enrollment as a Seller will be continued until either the seler specifies in writing 2 weeks prior that they are no longer wanting to sel with NoW, or are terminated through NoW’s decision.
Qualifying Resources
a. A “Qualifying Resource” is a Resource (including any updates made thereto) of a supported file type that is active on the NoW Marketplace. Each Resource must include a title, price, sample page, detailed description (of a minimum of 250 characters in length), and at least 3 tag words.
A Google Drive link or your own account will be provided to ensure all details for each product are fully transparent and easy to understand.
b. Omit from all Resources: Verbiage using “Halloween”, “Scary” content such as witches, ghosts, crystal balls or other magical elements. Disney related content is strictly prohibited unless it is clearly and publicly in public domain.
c. NoW is allowed to approve or deny resources if NoW feels like it does not fall under public domain or is breaking copyright laws.
d. Products will not go against the Bible. We use the Bible as our guide when promoting products. We do realize that some subjects (i.e.: Math) will not need verification most of the time and will be fine as is. This is at NoW’s discretion to determine if a product will or will not be added to the website per what the Bible says.
e. We do not allow any evolution. We believe that God created the world in seven, literal days. Evolutionary products may not be entered unless it’s showing compare and contrast type situations for educational purposes.