Flip CLI — Proprietary End-User License Agreement
Copyright (c) 2026 Flip Technology Corporation
650 California Street San Francisco, CA, US 94108
All rights reserved.

NOTICE: READ THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR USING THE
SOFTWARE. BY DOWNLOADING, INSTALLING, ACCESSING, OR USING THIS SOFTWARE
YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE,
DO NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SOFTWARE.

This software, together with its source code, object code, binaries,
command-line interface, terminal user interface, configuration files,
schemas, prompts, models, data, documentation, look and feel, and any
updates, patches, or derivatives thereof (collectively, the "Software"),
is the confidential and proprietary property of Flip Technology
Corporation, a Delaware corporation having its principal place of
business in the State of California, United States ("Flip"). The
Software is licensed, not sold. No title or ownership in the Software
is transferred to you under this Agreement.

1. License Grant
   Subject to your strict compliance with every term of this Agreement,
   Flip grants you a personal, revocable, non-exclusive,
   non-transferable, non-sublicensable, non-assignable, time-limited
   license to install and execute the Software, in its unmodified form
   as distributed by Flip, solely for your internal business or personal
   use. No other rights are granted, by implication, estoppel, or
   otherwise. All rights not expressly granted are reserved by Flip.

2. Strict Prohibitions
   You shall NOT, and shall NOT permit, enable, encourage, or assist any
   other person or entity to:

   (a) copy, reproduce, duplicate, mirror, archive, screenshot for
       redistribution, transcribe, or otherwise reproduce the Software
       or any portion thereof, in any medium, in whole or in part, except
       for a single back-up copy made solely for archival purposes and
       kept in your sole possession;

   (b) modify, alter, adapt, translate, port, localize, customize,
       improve, fork, patch, hot-patch, monkey-patch, instrument, or
       create derivative works of the Software;

   (c) reverse engineer, decompile, disassemble, de-obfuscate,
       de-minify, unbundle, extract source from bundled artifacts,
       inspect intermediate representations, attach a debugger for the
       purpose of code recovery, statically analyze, dynamically analyze,
       trace, profile, snapshot memory, dump process state, dump
       embedded prompts or model weights, or otherwise attempt to
       discover or reconstruct the source code, underlying ideas,
       algorithms, file formats, network protocols, prompts, or trade
       secrets of the Software, by any means and regardless of purpose.
       This prohibition applies to the maximum extent permitted by law;
       where applicable law grants a non-waivable right to reverse
       engineer for interoperability, you shall first request the
       necessary information from Flip in writing and may proceed only
       to the extent Flip does not supply it within a reasonable time;

   (d) distribute, redistribute, publish, post, upload, host, mirror,
       lend, lease, rent, sell, resell, sublicense, license, assign,
       transfer, share, make available, or otherwise convey the
       Software or any portion thereof, or any code, binaries,
       artifacts, prompts, or data derived from or extracted from the
       Software, to any third party, whether for a fee or free of
       charge, and whether on physical media, over a network, via a
       service bureau, "software as a service", "platform as a
       service", model-serving, API gateway, embedding, packaging, or
       any other form;

   (e) remove, alter, obscure, tamper with, or fail to reproduce any
       copyright notice, trademark, license notice, attribution,
       proprietary marking, watermark, fingerprint, or telemetry
       identifier on or in the Software;

   (f) use the Software, its outputs, its prompts, its training data,
       or any information derived from it to develop, train, fine-tune,
       evaluate, benchmark, or improve any product, service, model, or
       system that is competitive with the Software or with any
       offering of Flip;

   (g) circumvent, disable, bypass, or interfere with any license-key
       check, telemetry, update mechanism, rate limit, feature gate, or
       other technical protection measure contained in the Software;

   (h) use the Software in violation of any applicable law, regulation,
       export control, or sanctions regime, including the U.S. Export
       Administration Regulations (EAR) and the regulations of the
       U.S. Office of Foreign Assets Control (OFAC).

3. Ownership and Reservation of Rights
   The Software is licensed, not sold. Flip and its licensors retain
   all right, title, and interest in and to the Software, including all
   intellectual property rights, copyrights, patents, trademarks, trade
   secrets, and moral rights therein. No rights are granted to you
   other than the limited license expressly set forth in Section 1.
   Any feedback, suggestions, or ideas you provide regarding the
   Software may be used by Flip for any purpose without restriction,
   attribution, or compensation to you.

4. Confidentiality
   The Software contains confidential information and trade secrets of
   Flip. You shall hold the Software in strict confidence, shall not
   disclose it to any third party, and shall protect it with at least
   the same degree of care that you use to protect your own most
   confidential information, and in no event less than a reasonable
   standard of care. This obligation survives termination of this
   Agreement.

5. No Warranty / As-Is
   THE SOFTWARE IS PROVIDED STRICTLY "AS IS" AND "AS AVAILABLE", WITH
   ALL FAULTS, AND WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EXPRESS,
   IMPLIED, STATUTORY, OR OTHERWISE. FLIP, ITS AFFILIATES, AND ITS
   LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY
   IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
   PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET
   ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING,
   COURSE OF PERFORMANCE, OR USAGE OF TRADE. FLIP DOES NOT WARRANT
   THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT
   INTERRUPTION OR ERROR, BE SECURE, BE FREE OF HARMFUL COMPONENTS,
   PRODUCE ACCURATE OR RELIABLE RESULTS, OR THAT DEFECTS WILL BE
   CORRECTED. ANY RELIANCE YOU PLACE ON THE SOFTWARE OR ITS OUTPUT IS
   AT YOUR SOLE RISK. THE SOFTWARE IS NOT DESIGNED FOR, AND MUST NOT
   BE USED IN, ANY HIGH-RISK OR SAFETY-CRITICAL ENVIRONMENT.

6. Limitation of Liability
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
   SHALL FLIP, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, DIRECTORS,
   EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT,
   INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,
   OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, USE, DATA,
   OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THIS
   AGREEMENT OR YOUR USE OF (OR INABILITY TO USE) THE SOFTWARE,
   WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT
   LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT FLIP HAS
   BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE
   LIABILITY OF FLIP AND ITS AFFILIATES FOR ALL CLAIMS RELATED TO
   THIS AGREEMENT OR THE SOFTWARE SHALL NOT EXCEED TEN U.S.
   DOLLARS (USD $10). THE FOREGOING LIMITATIONS APPLY EVEN IF ANY
   REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

7. Indemnification
   You shall defend, indemnify, and hold harmless Flip, its
   affiliates, and its and their 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 your breach of this Agreement
   or your use of the Software in violation of this Agreement or
   applicable law.

8. Termination
   This Agreement is effective until terminated. Flip may terminate
   this Agreement at any time, with or without cause, upon notice.
   This Agreement terminates automatically and without notice if you
   breach any of its terms. Upon termination, all rights granted to
   you under Section 1 immediately cease, and you shall (a) cease all
   use of the Software, (b) destroy all copies of the Software in
   your possession or control, including any back-up copy, and (c)
   upon request, certify such destruction to Flip in writing.
   Sections 2 through 7 and 9 through 11 survive termination.

9. Governing Law and Venue
   This Agreement shall be governed by and construed in accordance
   with the laws of the State of California, United States of
   America, without regard to its conflict of laws principles. The
   United Nations Convention on Contracts for the International Sale
   of Goods does not apply. Any dispute, controversy, or claim
   arising out of or relating to this Agreement or the Software shall
   be brought exclusively in the state or federal courts located in
   Santa Clara County, California, and you irrevocably consent to the
   personal jurisdiction and venue of such courts and waive any
   objection of inconvenient forum.

10. U.S. Government End Users
    The Software is "commercial computer software" and the
    accompanying documentation is "commercial computer software
    documentation" as those terms are used in 48 C.F.R. § 12.212.
    Any use, duplication, or disclosure by the U.S. Government is
    subject solely to the terms of this Agreement.

11. Miscellaneous
    This Agreement constitutes the entire agreement between you and
    Flip regarding the Software and supersedes all prior or
    contemporaneous understandings on that subject. No waiver of any
    term shall be deemed a further or continuing waiver. If any
    provision is held unenforceable, the remaining provisions shall
    remain in full force and effect, and the unenforceable provision
    shall be modified to the minimum extent necessary to make it
    enforceable while preserving its intent. You may not assign or
    transfer this Agreement, by operation of law or otherwise,
    without Flip's prior written consent; any attempted assignment
    in violation of this Section is void. Flip may assign this
    Agreement freely. Headings are for convenience only and do not
    affect interpretation.

Contact: info@flip.ai
