Effective Date: August 2026 | Last Updated: August 5, 2026
This Seller Agreement ("Agreement") is entered into by and between Vision 127 Creative Co., LLC, dba Neby, a Texas limited liability company with its principal place of business in Farmers Branch, Texas ("Neby," "Company," "Platform," "we," "us") and the undersigned seller ("Seller," "you").
Website: neby.shop
Platform: Our website, mobile app, and marketplace services at neby.shop.
Products: All foods, beverages, goods, merchandise, and materials you list and sell through Neby.
Buyer: Any person purchasing Products through the Platform.
Fees: The commission percentages and transaction fees outlined in your seller plan (Free, Young Maker, or Pro).
Seller Content: All listings, product descriptions, photos, ingredients, labels, and other content you upload.
Shop: Your storefront and seller account on Neby.
2.1 Age & Legal Capacity: You must be at least 18 years old and legally able to form contracts in Texas. If you are a Young Maker (ages 13-17), a parent or legal guardian must co-sign this Agreement.
2.2 Accurate Information: You must provide true and accurate business information, including legal name, business name (DBA), address, contact information, phone, email, and tax identification information (EIN or SSN for 1099-K reporting).
2.3 Account Termination: Neby may suspend or terminate any seller account at its sole discretion for any reason, including violation of this Agreement, applicable law, or Neby's Community Standards.
Seller expressly acknowledges and agrees:
(a) Neby is a marketplace venue only and does NOT take title to, manufacture, store, prepare, inspect, test, deliver, or otherwise handle your Products.
(b) Neby is NOT your agent, the seller, reseller, manufacturer, distributor, wholesaler, or principal under Texas law or otherwise.
(c) A direct contract for sale is formed solely between you (Seller) and the Buyer. Neby is not a party to that sale.
(d) You are solely responsible for all aspects of your Products and the sale, including customer service, complaints, refunds, and disputes.
4.1 Prohibited: You shall not list illegal products, recalled products, counterfeit goods, products made in violation of law, or products you do not have the legal right to sell.
4.2 Accuracy: All listings must be accurate, honest, and complete. Include true ingredients, net weight, price, allergen information, and any required labeling or disclosures.
4.3 Removal: Neby may remove any listing at any time for any reason without notice.
This section applies only if you are selling food or beverages.
5.1 Legal Compliance: You represent and warrant that you comply fully with the FDA Food Code, Texas Health & Safety Code, Texas Food Establishment Rules (25 TAC §228), Texas Cottage Food Law §437.001 et seq., and all local health department regulations in Collin and Denton counties.
5.2 Cottage Food (if applicable): If you operate under Texas Cottage Food Law, you sell ONLY permitted foods listed under §437.001. All packaging must include: (i) product name and net weight; (ii) full ingredient list; (iii) allergen disclosures per FALCPA; (iv) your name and address; and (v) the statement: "This food was made in a home kitchen and has not been inspected by the Department of State Health Services or a local health department."
5.3 Licensing & Permits: You hold all required Food Handler Cards, Food Manager Certifications, business licenses, food permits, health department inspections, and any required commercial kitchen licenses.
5.4 Safe Handling: You follow all time/temperature controls, allergen cross-contact prevention, and safe food handling practices.
5.5 Health Incidents: You will immediately notify Neby of any illness complaint, product recall, or health department action or warning.
You are solely responsible for fulfilling orders, packing, local delivery or pickup, product freshness and quality, customer service, refunds, and dispute resolution. Neby does not fulfill orders or handle customer complaints.
7.1 Seller Fees: You agree to pay Neby the fees applicable to your plan: Free (3% commission plus Stripe processing fees) or Founding Pro ($9.99 per month plus a 2% commission and Stripe processing fees).
7.2 Payment Processing: Neby uses Stripe and/or similar payment processors. Neby may deduct its Fees before remitting the balance to you via ACH deposit to your verified bank account.
7.3 Taxes: You are solely responsible for all sales tax, income tax, use tax, and all tax reporting required by Texas and federal law. You are the retailer for Texas sales tax purposes. You agree to provide a completed W-9 and all tax identification information upon request.
You retain ownership of your Seller Content. You grant Neby a worldwide, non-exclusive, royalty-free license to use, reproduce, display, and market your Seller Content solely to operate, promote, and improve the Neby Platform.
You shall maintain Commercial General Liability insurance with minimum limits of $1,000,000 per occurrence / $2,000,000 aggregate, including coverage for Products Liability and Completed Operations. If you sell food, coverage must include Foodborne Illness liability. Neby must be named as Additional Insured. Proof of insurance is required within five (5) days of written request.
TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. NEBY DISCLAIMS ALL WARRANTIES REGARDING PRODUCT SAFETY, QUALITY, LEGALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY TEXAS LAW, NEBY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO NEBY IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS LESS. IN NO EVENT SHALL NEBY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES.
THIS SECTION IS MATERIAL AND WAS BARGAINED FOR.
12.1 Indemnity: You shall indemnify, defend (with counsel of Neby's choosing at your expense), and hold harmless Neby, its owners, officers, directors, managers, members, employees, agents, affiliates, successors, and assigns (collectively, "Indemnified Parties") from and against ANY AND ALL claims, demands, losses, damages, liabilities, judgments, settlements, penalties, fines, costs and expenses, including reasonable attorneys' fees, court costs, and expert witness fees (collectively, "Losses"), arising out of or related to:
This indemnity applies regardless of whether the Loss is caused in whole or in part by the alleged or actual negligence, strict liability, or other fault of any Indemnified Party, EXCEPT to the extent caused solely by the gross negligence or willful misconduct of the Indemnified Party.
YOU EXPRESSLY WAIVE ANY PROTECTION UNDER TEXAS ANTI-INDEMNITY STATUTES TO THE FULLEST EXTENT PERMITTED BY LAW.
12.2 Defense Control: Neby may select counsel and control defense and settlement at your sole expense.
12.3 Survival: This Section survives termination and any transaction.
13.1 Term: This Agreement begins on the date you accept it and continues unless terminated by either party.
13.2 Termination by Neby: Neby may terminate or suspend your account and Shop at any time, for any reason, without notice or liability.
13.3 Obligations Upon Termination: Upon termination, you shall fulfill all pending orders and remain liable for all indemnity, fee, and tax obligations.
This Agreement is governed by the laws of the State of Texas without regard to conflict of law principles. Exclusive venue for any legal action or proceeding shall be the state or federal courts located in Collin County, Texas. The prevailing party in any dispute is entitled to recover reasonable attorneys' fees and costs.
This Agreement, including any exhibits, constitutes the entire agreement between you and Neby regarding your use of the Platform and sale of Products. Any amendments must be in writing and signed by Neby.
BY CHECKING THE BOX AND SIGNING UP, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS ENTIRE AGREEMENT, INCLUDING SECTION 12 (INDEMNIFICATION) AND SECTION 11 (LIMITATION OF LIABILITY). YOU UNDERSTAND THAT YOU ARE ASSUMING BROAD INDEMNITY OBLIGATIONS, INCLUDING FOR NEBY'S NEGLIGENCE. YOU AGREE TO BE LEGALLY BOUND BY ALL TERMS.
© 2026 Vision 127 Creative Co., LLC, dba Neby. All rights reserved.