Shop Agreement
What this is
This agreement is between Cliff AI, Inc. ("Cliff") and the machine shop that accepts it ("you"). Cliff runs a marketplace where engineers and their software agents find parts and order custom parts from shops at each shop's own rates. You make and sell the parts; Cliff connects you with buyers and runs the ordering, files and payments.
You accept this agreement when you finish joining Cliff, and it applies to every order you take through Cliff.
Your profile, rates and rules
You keep your profile true: your machines, materials, finishes, tolerances, quantities, lead times and location. Cliff reads what you write about your shop to fill in your profile; you check it before you go live, and you correct it when it changes.
Your rate card and your pricing lines set the prices buyers see for your work. You can change them at any time; a change applies to orders placed after it.
Cliff reviews each shop before it is shown to buyers, and may decline a shop or stop showing it, for example when its profile is not accurate or its orders go wrong.
Orders
A buyer sees your price, worked from your rates, before approving an order. When a buyer approves an order for you, it is sent to you with its files. If the order meets the auto-accept rules you set, you have accepted it at that price. Otherwise you accept it, change its price (the buyer then accepts or cancels), or decline it.
When you accept an order, you agree to make the parts to the buyer's files and the specifications stated on the order, in the quantities ordered, and to ship them within the lead time shown, or to tell the buyer of a new date through Cliff. You mark each order shipped with its tracking number.
You are the seller
Each order is a sale by you to the buyer. Cliff is not a party to that sale and does not make, inspect or ship the parts. You are responsible for the parts you make: their conformance to the order, remakes and refunds, and any claim about them.
Price, fees and payment
You are paid the price of the order as you set or accepted it. The buyer pays that price plus Cliff's fee of 1% and an amount to cover card processing, all shown to the buyer before approving. Cliff's fee is taken from each charge as an application fee; you pay nothing to Cliff.
Payments run through your own Stripe account, which you open through Cliff when your first order needs it. Each charge is made on your account: the buyer's card is held when the order is approved (or when you connect), charged when you accept, and released if you decline. Stripe deducts its processing fees from your account and pays you out on your account's payout schedule. Cliff never holds your money.
Payment processing services for shops on Cliff are provided by Stripe and are subject to the Stripe Services Agreement (https://stripe.com/legal/ssa) and, where it applies, the Stripe Connected Account Agreement (https://stripe.com/legal/connect-account). By accepting this agreement or continuing to take orders through Cliff, you agree to be bound by Stripe's terms, as Stripe may change them. You authorize Cliff to share information about you and your orders with Stripe as needed to provide these services.
Disputes and chargebacks
Because each charge is made on your Stripe account, a buyer's card dispute is a dispute with you: you answer it in your Stripe Dashboard, and you bear any chargeback and its fees. Cliff tells you when one is opened and gives you the order's record (its files, messages, approvals and tracking) to answer it.
The buyer's files
Buyers own their designs. You may use an order's files and drawings only to quote, make, inspect and ship that order. You keep them confidential and share them only with the outside processors named on your rate card (for example a plater) as needed for that order, under the same duty. You do not use a buyer's designs for anyone else.
Some orders are marked export controlled. You do not open or accept one unless you are registered and permitted to handle it under the export laws that apply to it (for example ITAR registration with the U.S. State Department), and Cliff has confirmed that registration. You are responsible for your own compliance with export laws.
Your record
Cliff keeps a record of how you answer orders (accepted at the estimate, raised, declined) and shows a summary of it to buyers next to your price. Cliff uses your rates, quotes and past jobs to price orders for you and to improve its estimates for you. Cliff does not sell your information, and does not market to your own customers with it.
Taxes
You are responsible for your own taxes. Until Cliff tells you in writing that it collects sales tax on your orders as a marketplace facilitator in a state, you are responsible for any sales or use tax due on your sales there, including collecting a buyer's resale or exemption certificate where one applies.
Insurance
You keep the insurance a shop of your kind usually carries, including general liability, for the parts you make.
Responsibility for claims
You will defend and hold Cliff harmless against claims by others arising from the parts you make, your breach of this agreement, or your violation of law, and pay the costs of those claims.
Cliff provides the marketplace as it is. Its estimates, plans, findings and other analysis are tools to help you price and make parts; you decide whether to rely on them. Except for its obligations about payments it has collected, Cliff is not liable for lost profits or indirect damages, and its total liability to you under this agreement is limited to the fees it received from your orders in the 12 months before the claim.
Ending the agreement
Either of us can end this agreement at any time by email. Orders already accepted are completed (or refunded) as agreed, and the sections on the buyer's files, disputes, taxes and responsibility for claims continue to apply to them.
Changes
Cliff may change this agreement. It emails you at least 30 days before a change takes effect, and you accept the new version on your Cliff page before taking new orders after that date. Each version is dated; this one is 2026-11-01.
General
This agreement is governed by the laws of the State of California, and claims under it are brought in the state or federal courts located in California. It is the whole agreement between us about Cliff; if part of it cannot be enforced, the rest still applies. You are an independent business, not Cliff's employee, partner or agent. Notices to Cliff go to shops@cliff.ai, and to you at the email address on your profile.
Cliff AI, Inc., [business address].