I was looking at this back sometime ago is everything 2d or are some buildings 3d. that was the reason I didnt keep it I THINK. was everything looked very flat.
Sonic,
Yes, TileProxy (TP) scenery does appear in 3D. But remember the photos are top down so your looking at 100% of the top of a structure and something less or far less on other dimensions of a structure (like sides) hence appearing more flat.
Look at the three screen shots I have included. The first two compare flying into Sky Harbor Int. AP, Phoenix, Arizona, over satellite terrain to flying into Sky Harbor over FSX terrain. Both are in 3D and look great with the main difference being the Sat picture is real where the FSX picture is fictional. The third is flying over a rail station using satellite terrain. Note the multiple trains with rail cars sitting on the tracks.
Phoenix happens to be one of my better areas for TileProxy, as it does not work well in all areas like FSX. Also it requires a top end PC, preferably a Quad Core, with a very fast Internet connection.

FSX approach to Sky Harbor Int. AP.

TileProxy (Sat) approach to Sky Harbor Int. AP.

TileProxy image of a rail station. Note the various strings of trains with coaches, and boxcars, showing up on the tracks. If this was FSX, the rail station would appear as an empty flat area.