Licensor: Side Technologies Inc. (Canada)

Contact: support@sidephone.com

This Software License Agreement ("Agreement") explains the terms on which Side Technologies Inc. ("Sidephone," "we," "our," or "us") licenses its proprietary software for use with genuine Sidephone devices. It applies worldwide, including when the device was sold by Side Technologies USA Inc., an independent retailer, or a previous owner. It does not transfer ownership of your phone to Sidephone or replace your consumer rights.

1. What this Agreement covers

"Sidephone Software" means proprietary software that Sidephone owns or is authorized to license for use with genuine Sidephone devices, including Sidephone-developed or customized portions of the device interface and launcher, keypad recognition and configuration software, system applications, firmware, device utilities, and software-update components, together with updates to those proprietary portions. Some device software is based on Android / the Android Open Source Project (AOSP), and some components are independently licensed. This Agreement applies to those independently licensed components only to the extent their own licenses permit.

This Agreement also addresses Sidephone-operated software-distribution functions: device software updates and the curated app-store repositories. It does not create a mobile-network or cellular subscription, a personal cloud account, or a cloud-backup service. Cellular plans, carrier services, optional third-party applications, and other separately offered products or services may be subject to additional terms from their providers.

2. How you accept this Agreement

Before completing standard setup of a Sidephone device, you will be presented with this Agreement and asked to select "Agree." Selecting "Agree" indicates your acceptance. If you select "Decline," standard device setup and access to the proprietary Sidephone software experience will not be completed; you may review and accept the Agreement later. If you decline, we will provide information about how to contact Sidephone Support and find the applicable return, refund, and statutory-rights information.

When you buy directly from a Sidephone website, placing your order also constitutes acceptance of this Agreement where the checkout clearly identifies and makes this Agreement available before purchase and provides a legally effective way to assent, such as an initially unchecked agreement checkbox or conspicuous acceptance language by the final purchase action. Your acceptance during device setup is required even if you also accepted at checkout. A secondhand owner, gift recipient, or purchaser from another retailer may accept during device setup. A copy will be available on Sidephone's website and through device settings.

If you do not accept, this Agreement does not itself take away any return, withdrawal, refund, warranty, or other remedy you have under the applicable sales terms or law. Purchase terms and statutory time limits may still apply.

3. License grant, duration, and permitted users

Subject to this Agreement, Sidephone grants you a non-exclusive, worldwide, non-sublicensable license to install and use Sidephone Software on genuine Sidephone hardware that you lawfully own or are authorized to use. You may use the software for normal personal and internal business purposes, including use by employees of an organization that owns or provides the device. You may make reasonable backup or restoration copies for the same device to the extent legally permitted and compatible with applicable third-party licenses.

The license is provided as part of the Sidephone device experience, without a separate recurring license or renewal charge. It continues for the usable life of the device unless validly terminated under Section 17, subject to any mandatory rights. It does not promise that optional online services, third-party apps, or future updates will be available indefinitely.

4. Device transfers and resale

You may transfer this proprietary software license together with the genuine Sidephone device when you sell, gift, or otherwise transfer the device. The license may not be transferred or sold separately from the device. You should back up and remove personal files, SIM/eSIM information, accounts, credentials, and device locks as appropriate, and factory-reset the device before transfer. The new owner may accept this Agreement during setup and use the licensed Sidephone Software without an additional transfer fee. Licenses to third-party apps or services may have different transfer rules.

5. Ownership and intellectual property

You own your physical Sidephone device, subject to your purchase arrangements. Sidephone and its licensors retain the intellectual-property rights they hold in proprietary Sidephone Software, trademarks, product identifiers, and related materials. This Agreement grants a right to use the proprietary software, not ownership of its source code or permission to distribute it independently. It does not give Sidephone ownership of your personal files, contacts, messages, photographs, or other content.

6. Software use and restrictions

Unless Sidephone separately authorizes it, and except where applicable law or an independently applicable license allows otherwise, you may not:

• Sell, sublicense, publish, or distribute Sidephone-owned proprietary software as a standalone product, or install it on hardware made by another manufacturer.

• Copy Sidephone-owned proprietary code other than as reasonably needed for lawful use, backup, restoration, device repair, or otherwise permitted activities.

• Misrepresent Sidephone's endorsement, use its trademarks deceptively, or remove proprietary notices except where lawful rights permit.

• Use Sidephone Software, update infrastructure, or repositories to spread malicious code, obtain unauthorized access to accounts or systems, compromise another person's information, or materially interfere with services.

These restrictions do not prohibit ordinary device customization, lawful personal modifications, good-faith security research, interoperability work, legally protected reverse engineering, or the exercise of rights granted by open-source licenses, as described below.

7. Customization, rooting, and developer use

Sidephone permits lawful customization of a device you own or are authorized to modify, including installing third-party applications, using compatible repositories or other app stores, and attempting rooting, bootloader changes, custom Android systems, or other software changes where technically possible and legally permitted. Sidephone does not guarantee that any particular bootloader can be unlocked, that rooting or alternative ROMs will work, that these changes are compatible with the hardware, or that component manufacturers and suppliers will support them.

Sidephone may be unable to provide technical support for unsupported modifications and may reasonably request restoration to supported software for diagnosis where necessary. A modification, independent repair, or third-party application does not automatically cancel all warranty coverage. Defects or damage caused or contributed to by those actions may be excluded from Sidephone's voluntary Limited Warranty, subject to that warranty and non-waivable consumer law.

8. Open-source and third-party software licenses

The device includes Android/AOSP and other software components subject to open-source or third-party licenses. Those licenses govern the components to which they apply. If an open-source or other independent license grants rights or imposes duties inconsistent with a restriction in this Agreement, that component's license controls to the extent of the inconsistency. Nothing in this Agreement removes permissions to access source code, copy, modify, distribute, or reverse engineer software where the applicable license or mandatory law permits those activities.

Sidephone will make applicable open-source acknowledgments, license texts, and information about obtaining corresponding source code available through device settings and/or Sidephone's website or documentation resources, and will provide source code or other materials where the relevant licenses require it. Availability and distribution of third-party applications remain subject to their own license terms.

9. De-Googled Android and third-party applications

Sidephone is based on Android/AOSP and does not ship with Google Mobile Services, Google Play Services, or the Google Play Store. Sidephone includes an alternative application store built on F-Droid technology and curates a selection of applications based on usefulness and fit with the Sidephone experience. Independent developers may distribute applications through compatible F-Droid repositories. You may be able to install additional stores, repositories, or software, but Sidephone does not necessarily recommend or support applications outside its curated selection.

Selecting an app for inclusion is not a formal audit, security certification, privacy assessment, or guarantee of compatibility. Third-party developers, not Sidephone, generally determine their applications' functionality, permissions, licensing, privacy practices, maintenance, and availability. An application's presence in Sidephone's curated selection does not mean Sidephone authored it or guarantees that it is safe, compatible, or supported for any particular period. Sidephone remains responsible for its own express statements, conduct, and legal obligations.

10. Software updates and security

Sidephone may make available security patches, bug fixes, maintenance updates, compatibility changes, and feature releases for Sidephone Software. Sidephone will notify customers when device software updates are available, and customers choose whether and when to install them. This Agreement does not authorize Sidephone to install operating-system or firmware updates automatically without the customer's choice.

Sidephone does not voluntarily promise a particular frequency of updates, major Android upgrades, or a fixed number of years of software support. This does not reduce any obligation under applicable law to supply security or conformity updates, remedy vulnerabilities, or keep goods with digital elements in conformity for a legally required period. The Sidephone Limited Warranty contains the applicable voluntary hardware and covered-firmware commitments.

Not installing a compatible update may leave known vulnerabilities unresolved or affect compatibility, but declining an update does not automatically invalidate your warranty. Any consequences for a consumer remedy depend on the facts and applicable law, including applicable notice and update-installation requirements.

11. Feature changes and online infrastructure

Sidephone may introduce, modify, replace, or retire software features through updates that you choose to install. Sidephone will explain material changes when appropriate before installation. Sidephone will not arbitrarily remove essential functionality that customers reasonably relied upon when purchasing their devices, and software changes remain subject to applicable conformity, warranty, security, and other consumer rights.

Sidephone currently operates online infrastructure for software-update delivery and curated application repositories. Repository selections, hosted packages, technical requirements, and optional online distribution features may change, and third-party dependencies may cease to work. Sidephone may remove an app from future repository distribution; doing so does not itself remove a copy already installed on your device. Sidephone will comply with any continuing obligations to provide essential functionality or legally required updates, notices, and remedies.

12. No Sidephone remote device control

Sidephone does not operate a system that allows it to remotely lock or erase a customer's device, remotely uninstall applications, or remotely disable installed applications. This Agreement does not give Sidephone contractual permission to introduce such remote-control measures without an appropriate legal basis, necessary notice, and any required agreement. The fact that an app or update is no longer offered through a repository does not remotely remove or disable existing installed software.

13. Privacy, local content, and backups

Sidephone does not require a proprietary Sidephone account for ordinary phone use and does not operate personal cloud synchronization or cloud storage for contacts, messages, photographs, or similar local content. As described in the applicable Sidephone Privacy Policy, its software-update systems may process limited technical information, such as IP address, device model, software version, and update requests, to deliver and secure updates. Sidephone does not operate routine device behavioral or performance telemetry or collect your precise GPS location in the ordinary course of using the phone. Independent applications, platforms, and mobile carriers may process data under their own privacy practices.

You retain ownership of your content. You are encouraged to create independent backups before significant software changes, unsupported modifications, repairs, transfers, or resets. Updates and servicing can sometimes affect compatibility or result in data loss. Sidephone will use reasonable care in developing and distributing updates; nothing here excludes remedies for defective software, negligence, or loss of data where applicable law provides them. Sidephone's Privacy Policy governs its handling of personal information, and any legally required data-processing consent is requested separately from acceptance of this Agreement.

14. Security research and responsible disclosure

Sidephone permits good-faith, lawful security research and interoperability testing on devices or systems you are authorized to examine, including reverse engineering permitted by applicable law and the relevant software licenses. Researchers are encouraged to report vulnerabilities privately to Sidephone and to allow a reasonable opportunity for investigation and remediation before public disclosure. This permission does not allow unauthorized access to other people's information, attacks on Sidephone infrastructure, malware distribution, or disclosure of Sidephone-owned proprietary code beyond what law or applicable licenses permit. No bug bounty or payment commitment is created by this Agreement.

15. Connectivity, emergency calls, and safety

Sidephone is intended to support standard cellular emergency calling, including numbers such as 911 and 112 where applicable, through its built-in phone application. Actual availability depends on the device configuration, supported radio bands, carrier/network compatibility, signal, regional infrastructure, and relevant legal or technical requirements. Sidephone does not guarantee that emergency calling will work on every network, at every location, or without a SIM or service plan. Customers should verify supported carrier compatibility and emergency-calling arrangements with their chosen carrier. Do not place live test calls to emergency numbers unless following an authorized local testing procedure.

Do not assume any mobile device can provide uninterrupted emergency communication. Where immediate communication is safety-critical, use appropriate backup arrangements. These statements do not exclude any device-safety, telecommunications, emergency-calling, or other legal obligation that Sidephone cannot lawfully exclude.

16. Warranties, conformity, and consumer remedies

The Sidephone Global Limited Warranty provides voluntary coverage for qualifying products purchased directly from the Global Store, including specified manufacturing defects in covered firmware. U.S. and other sales channels may have applicable separate warranties or seller obligations. The Returns & Refunds Policy and other applicable sales policies govern their respective subjects. This Agreement does not substitute for, diminish, or restrict any applicable express warranty, product description, statutory guarantee, right to software or security updates, remedy for nonconforming goods or digital elements, right of withdrawal, or other mandatory consumer protection.

Except for express commitments made by Sidephone and obligations imposed by law, Sidephone does not promise that every third-party app, external network, optional repository feature, or software function will be uninterrupted or error-free. Any lawful warranty limitation is subject to your non-waivable rights and Sidephone's responsibility for its own express representations.

17. Material breach and termination

This license continues for the usable life of the Sidephone device unless it is validly terminated for a material breach of this Agreement. Sidephone will not terminate your license arbitrarily. Where reasonable and legally required or appropriate, Sidephone will provide notice describing the breach and a reasonable opportunity to remedy it before termination. A serious violation that cannot be remedied or creates immediate unlawful harm may be addressed without advance cure time only to the extent permitted by applicable law.

If a proprietary license is validly terminated, you must cease unauthorized use or distribution of the affected proprietary software to the extent lawfully and practically required. Termination does not transfer ownership of your physical phone, authorize Sidephone to remotely disable, erase, or lock it, or terminate rights you independently hold under open-source or third-party licenses. Termination also does not remove accrued statutory remedies or other rights that survive under applicable law.

18. Limitation of liability

Nothing in this Agreement excludes or limits liability or rights that cannot lawfully be excluded or limited, including applicable liability for fraud, intentional misconduct, death or personal injury caused by negligence, mandatory consumer guarantees and conformity rights, and legally required repair, replacement, refund, price reduction, or damages.

Subject to those protections and to the maximum extent permitted by law, Sidephone is not responsible for indirect or consequential business losses, lost profits, or losses that were not reasonably foreseeable when the agreement was made. Where a monetary cap is lawful and enforceable, Sidephone's aggregate contractual liability arising from the Sidephone Software associated with a particular device will not exceed the purchase price paid for that device in its original retail sale. The cap does not reduce a non-waivable statutory remedy. Nothing here excuses Sidephone from liability for its own actionable negligence where it cannot lawfully be excluded.

19. Changes to this Agreement

Sidephone may revise this Agreement for new customers or future transactions and to address applicable law, security needs, or optional new functionality. We will make the current version accessible and provide additional notice and obtain affirmative acceptance where required for a material change affecting an existing customer. Publishing revised terms alone does not retroactively remove rights already granted to an existing customer or reduce an accepted commitment.

If you decline material new terms, your existing license rights for the software and core features already supplied remain governed by the version you validly accepted, subject to applicable law. Optional new features or separately offered services may require acceptance of additional terms, but such terms will not be used to unfairly deprive you of existing essential functionality or mandatory remedies.

20. Governing law and disputes

This Agreement is governed by the laws of Ontario and the applicable federal laws of Canada, except where mandatory laws of your country, state, province, or region provide otherwise. If you are a consumer, this choice of law does not deprive you of non-waivable protections or legally available courts, tribunals, regulators, or dispute-resolution forums in your home jurisdiction. This Agreement does not require mandatory arbitration or a class-action waiver.

21. Relationship to other agreements

This Agreement specifically governs licensing of Sidephone proprietary software. The applicable Global or U.S. Terms & Conditions govern the relevant purchase relationship; the relevant Shipping, Returns & Refunds, and Limited Warranty policies govern those respective subjects; and the applicable Privacy Policy and Cookie Policy explain their respective data-handling practices. Separately offered mobile plans, third-party apps, and services may have separate terms. Where there is an inconsistency, the agreement or policy specifically addressing the subject controls, except that this Agreement does not reduce an express Sidephone warranty or legally required right. Mandatory law and applicable independent open-source licenses prevail where they must.

22. Additional legal terms

Sidephone Software and devices may be subject to export-control, encryption, sanctions, and trade laws. You may not use, export, or transfer them in violation of applicable law. If any provision of this Agreement is unenforceable, the remainder continues to apply to the extent lawful. A delay in enforcing a provision is not a waiver. Sidephone may assign this Agreement as part of a legitimate reorganization, merger, financing, or sale of the relevant business, subject to applicable law and without reducing your mandatory rights. This Agreement is not intended to create rights for unrelated third parties except to the extent their applicable licenses or law provide otherwise.

23. Contact and access to terms

Software licensing, accessibility of terms, security disclosures, and product-support inquiries may be directed to:

Side Technologies Inc.

Unit 1002, 1 De Boers Drive
North York, Ontario M3J 0G6
Canada

Email: support@sidephone.com

The current Agreement and applicable open-source license notices will be available through Sidephone's website or documentation resources, with the Agreement also accessible through the device settings. The effective date above identifies this version.