Last Updated Date: 02/05/2025

Welcome and thank you for your interest in Backflip AI, Inc., (“Backflip”, “we”, “us” or “our”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.2 (Supplemental Terms)), the “Agreement”) describes the terms and conditions that apply to your use of (i) the website located at https://www.backflip.ai/ and its subdomains (collectively, the “Website”), and (ii) the products, services, content, and other resources available on or enabled via our Website, including our artificial intelligence-powered 3D model design tools (collectively, with our Website, the “Service”).

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICE AND APPLIES TO ALL USERS VISITING OR ACCESSING THE SERVICE. BY ACCESSING OR USING THE SERVICE IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE ACCOUNT REGISTRATION PROCESS, OR BROWSING THE WEBSITE, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH BACKFLIP, OR IF YOU ARE UNDER 18, YOU ARE USING THE SERVICE UNDER THE SUPERVISION OF A PARENT OR GUARDIAN WHO IS AGREEING TO BE BOUND BY THIS AGREEMENT, (3) IF YOU ARE A PARENT OR GUARDIAN OF A USER WHO IS UNDER 18, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SHALL BE RESPONSIBLE FOR THE MINOR USER’S ACTS OR OMISSIONS WITH RESPECT TO THE SERVICE (4) YOU ARE NOT BARRED FROM USING THE SERVICE UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE OR ANY OTHER APPLICABLE JURISDICTION; AND (4) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR, IF YOU ARE ACCESSING OR USING THE SERVICE ON BEHALF OF AN ENTITY, ON BEHALF OF THE ENTITY IDENTIFIED IN THE ACCOUNT REGISTRATION PROCESS. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS DOING SO ON BEHALF OF AN ENTITY, ALL REFERENCES TO “YOU” OR “YOUR” IN THIS AGREEMENT WILL ALSO BE DEEMED TO REFER TO SUCH ENTITY. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

IF YOU SUBSCRIBE TO ANY FEATURE OR FUNCTIONALITY OF THE SERVICE FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT BACKFLIP’S THEN-CURRENT FEE FOR SUCH FEATURES AND FUNCTIONALITY UNLESS YOU OPT OUT OF THE AUTOMATIC RENEWAL OF SERVICE TERM IN ACCORDANCE WITH SECTION 7.4(a) (AUTOMATIC RENEWAL) BELOW.

SECTION 14 (ARBITRATION AGREEMENT) CONTAINS PROVISIONS THAT GOVERN HOW TO RESOLVE DISPUTES BETWEEN YOU AND BACKFLIP. AMONG OTHER THINGS, SECTION 14 (ARBITRATION AGREEMENT) INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 14 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 14 (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT (AS DEFINED IN SECTION 14) WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 14.10 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SERVICE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

THE AGREEMENT IS SUBJECT TO CHANGE BY BACKFLIP IN ITS SOLE DISCRETION AT ANY TIME AS SET FORTH IN SECTION 15.6 (AGREEMENT UPDATES).

1. USE OF THE SERVICE.
   1. Service. The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Backflip, your right to access and use the Service, in whole or in part, is subject to this Agreement.
   2. Supplemental Terms. Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”). Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to you for your acceptance when you sign up to use the supplemental Service. If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.
   3. Communications. By entering into this Agreement or using the Service, and providing us with your contact information, you agree to receive communications from us, including via e-mail, text message (including SMS messaging), and/or calls. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from us and our affiliated companies may include, but are not limited to, operational communications concerning your use of the Service, updates concerning new and existing features on the Service, communications concerning promotions run by us or our third-party partners, and news concerning Backflip and industry developments.
2. REGISTRATION.
   1. Registering Your Account. In order to access certain features of the Service, you may be required to register an account on the Service (“Account”), have a valid account on a third-party platform (“Third-Party Platform”) through which you can connect to the Service, as permitted by the Service (each such account, a “Third-Party Account”).
   2. Access Through a Third-Party Platform. The Service may allow you to link your Account with a Third-Party Account by allowing Backflip to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Backflip and/or grant Backflip access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Backflip to pay any fees or making Backflip subject to any usage limitations imposed by such third-party service providers. By granting Backflip access to any Third-Party Account, you understand that Backflip may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials that you have provided to and stored in your Third-Party Account (“Third-Party Platform Content”) so that it is available on and through the Service via your Account. Unless otherwise specified in this Agreement, all Third-Party Platform Content is considered to be Your Content (as defined in Section 2.1 (Types of Content)) for all purposes of this Agreement. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Service. If a Third-Party Account or associated service becomes unavailable, or Backflip’s access to such Third-Party Account is terminated by the third-party service provider, then Third-Party Platform Content will no longer be available on and through the Service. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings” section of the Service. YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND BACKFLIP DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Backflip makes no effort to review any Third-Party Platform Content for any purpose, including but not limited to, for accuracy, legality or noninfringement, and Backflip is not responsible for any Third-Party Platform Content.
   3. Registration Data. In registering an account on the Service, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.
   4. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and will forever be owned by and inure to the benefit of Backflip. Furthermore, you are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by unauthorized users. You may not share your Account or password with anyone, and you agree to notify Backflip immediately of any unauthorized use of your password or any other breach of security. If you provide any information that is untrue, inaccurate, incomplete or not current, or Backflip has reasonable grounds to suspect that any information you provide is untrue, inaccurate, incomplete or not current, Backflip has the right to suspend or terminate your Account and refuse any and all current or future use of the Service (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You shall not have more than one Account at any given time. Backflip reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by Backflip, or if you have been previously banned from any of the Service.
   5. Necessary Equipment and Software. You must provide all devices and other equipment or software necessary to access or use the Service, including 3D printers. You are solely responsible for any fees, including internet connection fees, mobile fees and third-party 3D printing fees, that you incur when accessing the Service. For the avoidance of doubt, Backflip and the Services does not currently provide 3D printing services, and you acknowledge and agree that Backflip is not responsible for your use of yours or a third party’s 3D printer.
3. CONTENT.
   1. Types of Content. Subject to your compliance with this Agreement, You may share or upload information, such as data, text, photographs, graphics, tags and/or other materials (“Content”) through the Service, including by way of your prompts, comments, questions, and other input to the Service (collectively, “Input”). You, and not Backflip, are entirely responsible for all Input that you upload, share, post, email, transmit, query or otherwise make available through or to the Service. When you make available any Input on or to the Service, you represent that you own and/or have sufficient rights to use such Input in connection with the Service, including to grant the license set forth in Section 2.3 (License to & Use of Your Content). In response to any prompts, comments, questions, and other Input that You provide to the Service, the Service, together with AI Services may generate new Content based on such Input (“Output”). For the avoidance of doubt, “Output” includes the 3d models you create, design or generate using the Service. You acknowledge that the Outputs are based on your Inputs, and that Backflip has no control over any such Inputs. Accordingly, all Outputs are provided “as is” and with “all faults”, and Backflip makes no representations or warranties of any kind or nature with respect to any Inputs or Outputs, including any warranties of accuracy, completeness, truthfulness, timeliness or suitability. You are solely responsible for your use of your Outputs created through the Service, and you assume all risks associated with your use of any Outputs, including any potential copyright infringement claims from third parties or any disclosure of your Outputs that personally identifies you or any third party. You are solely responsible for reviewing any Output prior to its use and exercising your own judgement as to its suitability for use.
   2. Ownership of Content. The Backflip does not claim ownership of any Inputs or Outputs (collectively, “Your Content”). Subject to Section 2.3 (License to & Use of Your Content), as between the Backflip and you, you are the owner of all right, title and interest in Your Content. Notwithstanding the foregoing, given the nature of artificial intelligence which powers the Service, you acknowledge that: (a) Output may not be unique across users and the Service may generate the same or similar output for another user under similar terms and you do not have any right, title or interest in or to any output provided to other users, regardless of the level or degree of similarity with the Outputs; (b) the Backflip does not represent or warrant that the Outputs are protectible by any intellectual property rights under applicable law; and (c) Backflip does not guarantee that you will exclusively own or have all necessary rights to the Output for your intended purposes, or that the Output does not incorporate, infringe or misappropriate the intellectual property or proprietary rights of any third party.
   3. License to & Use of Your Content. You acknowledge that the Service utilizes certain artificial intelligence and machine learning algorithms that can be trained to recognize and search for certain patterns (including natural language patterns), information, objects and events, and that such recognition is developed over time based on your use of the Service, Your Content and User Content. You also acknowledge that the Service wishes to achieve a community of shared content for collective benefit. Accordingly:
      1. AI Training, Product Development & Content Sharing. Subject to the exceptions in Section 2.3(b) (Privacy Mode) and Section 2.3(c) (Private Library Mode), you grant Backflip a non-exclusive, transferable, worldwide, fully-paid, royalty-free right (including any moral rights) and license (i) during the term of this Agreement, to use Your Content to perform the Services for you, (ii) both during and after the term of this Agreement, to use, create derivative works of and otherwise exploit your Content to train, develop, enhance and improve the Service and the underlying artificial intelligence models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), (iii) both during and after the term of this Agreement, to use, create derivatives works of, display, distribute and otherwise exploit your Output, including by maintaining a 3D model database that may contain Outputs from you and other users, to be shared or sublicensed with other users or otherwise made available to third parties.
      2. Privacy Mode. If your Subscription Tier (as defined in Section 7.4(a)) expressly make you eligible for “Privacy Mode” and you opt-in to Privacy Mode consistent with terms of such Subscription Tier, then the license in Section 2.3(a)(ii) does not apply (i.e., Backflip may not use Your Content to train or develop underlying artificial intelligence models or algorithms).
      3. Private Library Mode. If your Subscription Tier (as defined in Section 7.4(a)) expressly make you eligible for “Private Library Mode” and you opt-in to Private Library Mode consistent with terms of such Subscription Tier, then the license in Section 2.3(a)(iii) does not apply (i.e., Backflip may not share your Content with others or otherwise exploit it, other than (unless Privacy Mode applies) pursuant to Backflip’s license in Section 2.3(a)(ii).

Please see Section 7 and visit our Pricing Page for more information about Privacy Mode and Private Library Mode, the applicable Subscription Tiers, fees and credits, and other important terms regarding the terms and features of the services and your subscription.

1. Content Provided by Other Users. The Service may permit you and other users to browse Content, including 3D models, provided or created by users (“User Content”). Backflip is not responsible for and does not control User Content. Backflip does not approve or endorse, or make any representations or warranties with respect to, User Content. You use all User Content at your own risk.
2. Third Party AI Services. Our Service may utilize certain publicly available or third party artificial intelligence and deep learning platforms, algorithms, tools and models (“AI Services”) to generate Output. You acknowledge and agree that Backflip may share your Inputs with the AI Services for this purpose; however, such AI Services have agreed not to use Content, to train or develop underlying artificial intelligence models or algorithms. You assume all risks associated with your use of such AI Services. Backflip will have no liability for the unavailability of any AI Services, or any third party’s decision to discontinue, suspend or terminate any AI Services.
3. Content Restrictions. Your use of the Service must comply at all times with Backflip’s and any applicable AI Services terms. Without limiting the foregoing, you must not share Content on or through the Service, or attempt to create Output through the Service, that: (A) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, pornographic, offensive, or profane, or is intended to cause injury or harm to any third parties; (B) infringes or misappropriates any third party’s intellectual property rights or other proprietary rights; (C) contains any viruses, worms or other malicious computer programming codes that may damage the Service; (D) contains any personal information, such as financial, medical or other sensitive personal information such as government IDs, passport numbers or social security numbers; (E) involves commercial activities and/or sales, such as contests, sweepstakes, barter, advertising, or pyramid schemes without Backflip’s prior written consent, or (F) violates any applicable AI Services terms. Furthermore, Your Content may not contain nudity, violence, sexually explicit, obscene, or offensive subject matter as determined by Backflip in its sole discretion. You may not post or make available any Content that includes any identifiable person or any of their personal characteristics without that person’s permission.
4. Usage Data. Backflip may collect, generate, and derive performance, analytical, or usage data relating to your access to or use of the Service (“Usage Data”). Backflip will only use Usage Data to provide the Service to you, to monitor the performance and stability of the Service, and to prevent or address technical issues with the Service. Backflip may also anonymize and aggregate Usage Data, and, both during and after the term of this Agreement, use such Usage Data to develop, improve or promote its products and services.
5. Storage. Backflip will use commercially reasonable efforts to store Your Content in accordance with reasonable industry standards while your Account is active, and for a period of thirty (30) days following termination of your Account on the Service. You agree that Backflip retains the right to create reasonable limits on Backflip’s use, processing and/or storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Service and as otherwise determined by Backflip in its sole discretion and such limits may vary based on your Subscription Tier.
6. OWNERSHIP.
   1. The Service; Trademarks. You agree that Backflip and its suppliers or licensors own all rights, title and interest in the Service and all improvements, enhancements and updates made thereto. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any the Service. Backflip’s name and all related stylizations, graphics, logos, service marks and trade names used on or with the Service are the trademarks of Backflip and may not be used without permission in connection with your, or any third-party’s, products or services. Other trademarks, service marks and trade names that may appear on or in the Service are the property of their respective owners.
   2. Feedback. You agree that your submission of any ideas, suggestions, documents, and/or proposals to Backflip through its suggestion, feedback, forum, or similar pages or through any other means (“Feedback”) is at your own risk and that Backflip has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Backflip a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Service and/or Backflip’s business.
7. USER CONDUCT AND CERTAIN RESTRICTIONS.
   1. As a condition of use, you agree not to use the Service for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) to: (i) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service; (ii) frame or utilize framing techniques to enclose any trademark or logo located on the Service or any other portion of the Service (including images, text, page layout or form); (iii) use any metatags or other “hidden text” using Backflip’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use the Services to develop, train or improve any other product, service, model or technology, (vi) use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools, or the like) to “scrape” or download data from any web pages contained in the Service (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the Service; (viii) impersonate any person or entity, including any employee or representative of Backflip; or (ix) interfere with or attempts to interfere with the proper functioning of the Service or use the Service in any way not expressly permitted by this Agreement, including but not limited to violating or attempting to violate any security features of the Service, introducing viruses, worms, or similar harmful code into the Service, or interfering or attempting to interfere with use of the Services by any other user, host, or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Service. The rights granted to you in this Agreement are subject to your compliance with the restrictions set forth in this section. Any unauthorized use of the Service terminates the licenses granted by Backflip pursuant to this Agreement.
   2. Your use of your Content is solely for your own legitimate purposes. You are solely responsible for ensuring the legality, regulatory compliance, safety and suitability of any item that you produce or print using your Output.
8. INVESTIGATIONS, MONITORING, & NO OBLIGATION TO PRE-SCREEN CONTENT. Backflip may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and User Content, at any time. You hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content.
   1. Without limiting the foregoing, Backflip reserves the right to: (a) remove or refuse to post any of Your Content for any or no reason in our sole discretion; (b) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public, or could create liability for Backflip; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (d) take appropriate legal action, including without limitation, referral to and cooperation with law enforcement and/or other applicable legal authorities, for any illegal or unauthorized use of the Service or if Backflip otherwise believes that criminal activity has occurred; and/or (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of this Agreement. Upon determination of any possible violations by you of any provision of this Agreement, Backflip, may, at its sole discretion immediately terminate your license to use the Service, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
   2. If Backflip believes that criminal activity has occurred, Backflip reserves the right to, except to the extent prohibited by applicable law, disclose any information or materials on or in the Service, including Your Content, in Backflip’s possession in connection with your use of the Service, to (i) comply with applicable laws, legal process or governmental request, (ii) enforce this Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property, or personal safety of Backflip, its users or the public, and all enforcement or other government officials, as Backflip in its sole discretion believes to be necessary or appropriate.