TO REGISTER AND LOGIN TO USE OUR MOBILE APP,
YOU MUST FIRST READ AND AGREE
TO THESE TERMS WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THESE TERMS DO
NOT REGISTER AND USE OUR MOBILE APP.
This EULA (“Terms”) (together with the documents
referred to
in it) sets out the terms on which you
may make use of our [Xono whistleblowing] Android and/or iOS mobile applications. Use of our
Mobile App (defined below) includes accessing, browsing, or using our Mobile App or
submitting
contact information to us.
Please read these Terms carefully before you start to use
our Mobile App, as these Terms will apply
to your use. We recommend that you print a copy of this for future reference.
WHO WE ARE AND HOW TO CONTACT US
Xono Limited (“we”, “us” and “our”) are a company
incorporated in the Isle of Man with
company number 134387C. Our registered office is at 96 Fairways Drive, Mount Murray,
Santon, Isle of Man, IM4 2JF.
If you wish to contact us, you can:
WHAT THIS AGREEMENT DOES
We license you to use:
- our [Xono whistleblowing] mobile application software, the data supplied within the
software and any updates or supplements to it (the “Mobile App”);
- the related online or electronic documentation (“Documentation”);
- the services you connect to via the Mobile App and the content we provide to you
through them (our “Services”);
as permitted in these Terms.
Our whistleblowing reporting Mobile App enables authorised
users, to anonymously report
any suspected abuse or breach of regulatory obligations of an organisation and/or business,
whilst maintaining anonymity and confidentiality.
OTHER APPLICABLE TERMS
These Terms refers to the following additional terms, which
also apply to your use of the
Mobile App or any of our Services:
- our Privacy Policy which sets out
the terms on which we process any personal data you
provide to us, or we collect from your use of our Mobile App and/or Services;
- our Cookie Policy, which sets out
information about the cookies on our Mobile App;
- our Subscription Agreement will apply if a company, business and/or
organisation
contracts with us for the use and licence of our products and/or services for its
business
operations, to safeguard its employees, agents, contractors and/or if to be used within
an educational setting, includes students (as the case may be), each as an 'authorised
user'.
SYSTEM REQUIREMENTS
Our Mobile App may be used with devices running Apple OS
and/or Google Android devices or
tablets (“Device”) but may not be compatible with all devices. It is your
responsibility to
ensure you are able to comply with the requirements of the mobile app stores from which our
Mobile App is downloaded and you have all relevant system requirements and updates
required to run our Mobile App. You should always use the latest version of our Mobile App
on your Device as it may contain updates and upgrades essential for our Services.
It is your responsibility to pay for all costs, charges and
expenses (including data charges)
relating to your use of our Mobile App and Services. We are not responsible for the costs of
any software, hardware, telecommunications equipment, or any other expense required to
you as an authorised user to access our Mobile App and/or Services.
We accept no responsibility for any lack of functionality,
for example, due to your Device,
internet connection, operating system or settings and software. We reserve the right to
withdraw, take down or amend all or any part of our Mobile App at any time, without notice.
ACCESS
Once you have accepted the terms of this End User Licence
Agreement you will then be able
to continue to complete the registration steps necessary to create your user account
(“
User
Account”). You will also be required to have
ACCEPTED our (i) our
Privacy
Policy; and (ii) our
Cookie
Policy.
In order to complete the registration steps necessary, you
will be required to provide a
username and password. You will be prompted to choose a strong and secure password and
you agree to keep any password secure and confidential.
Your company, business and/or organisation will have
provided you with a unique activation
code, which you will be prompted to insert in order to access the Mobile App.
You shall be solely responsible for any and all content you
upload using the Mobile App and/or
Services.
In return for agreeing to comply with these Terms you may:
(i) download the Mobile App onto
your Device and view, use and display the Mobile App and Services for your personal purposes
only; (ii) use any Documentation to support your permitted use of the Mobile App and the
Services; (iii) receive and use any free supplementary software code or updates of the
Mobile
App incorporating “patches” and corrections or errors as we may provide to you from time to
time.
You are not permitted to assign or transfer your User
Account, including any username,
password or other login information to any other person or party, whether for money or
anything else or for free. If you sell any Device on which the Mobile App is installed, you
must
remove the Mobile App from it. We are giving you personally the right to use our Mobile App
and Services as set out above.
You may need to re-authenticate your User Account from time
to time. This might occur in
circumstances where we need you to update your User Account, or where your company,
business and/or organisation requires. A new unique activation code will be sent to you to
facilitate this.
In the event you do not re-authenticate your User Account,
you will no longer be able to use
or access our Mobile App and/or any Services.
CHANGES TO THESE TERMS
We may need to amend these Terms from time to time to
reflect changes in law or best
practice or to deal with additional features which we introduce.
In the event we need to amend these Terms you will be
notified at the time when you next
load our Mobile App. The updated Terms will appear for you to read and accept before
continuing to login. The new Terms will apply to your continued use of the Mobile App and
Services.
If you do not accept the notified changes and updated Terms:
(i) you must not continue to
use our Mobile App and the Services and (ii) you can close your User Account in accordance
with clause 18.
CHANGES TO OUR MOBILE APP AND/OR SERVICES
We may, from time to time, update and/or change our Mobile
App and/or our Services to
reflect certain things including changes to our products, services, our users' needs,
improve
performance, enhance functionality, reflect changes to the operating system or address
security issues and/or our business priorities.
We may ask you update the Mobile App from time to time. If
you choose not to install such
updates, or if you opt out of automatic updates, you may not be able to continue using the
Mobile App and/or Services.
You acknowledge and agree we have no obligation to: (i)
provide any updates and/or changes;
or (ii) continue to provide or enable any particular features or functionality of our Mobile
App,
or Services to you. You further acknowledge and agree that any such updates and/or changes
will be deemed to constitute an integral part of our Mobile App and Services and subject to
the terms and conditions of this EULA.
LINKING AND THIRD PARTY CONTENT
The Mobile App and/or Services may contain links to other
independent websites and/or
resources which are not provided by us. Such independent websites are not under our
control, and we are not responsible for and have not checked and approved their content,
information or their privacy policies (if any).
From time to time our Mobile App and/or Services may contain
content and/or information
from third party providers which may include articles, provide access to safeguarding
consultants and/or trainers etc.
You will need to make your own independent judgement about
whether or not to use,
correspond with, any such independent websites, content and/or third parties, including
whether to buy any products or services offered by them.
We do not endorse, nor approve any third-party linking
website, nor the content, products or
services offered of any website or third party made available via the Mobile App and/or
Services.
PRIVACY AND COOKIES
Our
Privacy
Policy (together with any documents referred in it) sets the basis on which any
personal data we collect from you, or which you provide to us, will be processed by us.
Please
read it carefully to understand our practices regarding your personal data and how we will
treat it. By clicking the
ACCEPT CHECKBOX, you accept and consent to the
practices described in our
Privacy
Policy.
Our
Cookie
Policy explains the cookies we use from time to time for our Mobile App. Please
read it carefully. By clicking the
ACCEPT CHECKBOX, you accept and consent to the
practices and
use of cookies described in our
Cookie
Policy.
VIRUSES
We do not give any representation, warranty or guarantee our
Mobile App and/or Services
will be secure, free from errors, interruptions, bugs or viruses. You are responsible for
configuring your computer programmes, devices and technology you use to access our Mobile
App and/or Services. You should use your own virus protection software.
PROHIBITED USE
In using our Mobile App and/or Services we offer, you hereby
warrant and undertake you will
not, and will not permit or knowingly assist any third party to:
- interfere with the integrity or security of our Mobile App, Services or our related
systems;
- take any action that imposes or may impose an unreasonable or disproportionately
large load on our service infrastructure;
- sell, licence or sub-licence, lease, assign, transfer, pledge, or share any rights
granted
under these Terms with any third party except as expressly permitted hereunder;
- disassemble, decompile, reverse engineer, decipher or otherwise attempt to discover
the source code or any part of it, technology or component included in the Services;
- in accordance with clause 11.2, upload or attempt to upload any viruses, worms, trojans
or other malicious code or information through the Services or permit or assist any
third
party to do so;
- interfere with the proper functionality of the Services;
- circumvent or attempt to circumvent the measures we may use or put in place to
prevent or restrict access to our Services;
- use our Services for anything which may be considered illegal, immoral, or similar, or
could give rise to civil liability or similar lawsuits;
- modify the Services or insert any code or product or in any other manner manipulate
the Services or create any derivative work from the use of our Services;
- use our Services in any manner that violates or infringes the rights of any third party,
including Intellectual Property Rights (defined below);
- attempt to frame our services or similar, or add code to, or attempt to copy, crawl,
index, cache or store any information on our Mobile App and/or Services;
- send spam or other unwelcome communications or content to other users;
- act in an unlawful, defamatory, abusive, obscene, discriminatory or otherwise
objectional manner and you agree any content you upload via the Mobile App and/or
Services whether by way of reports, reviews, comments or similar, will not contain
anything which may, without limitation, be considered illegal, defamatory, libelous,
slanderous or otherwise, or contain any threatening or harmful content, or involve
doxxing, or infringe the rights of any third party, or otherwise contain statements or
comments which may be considered questionable or objectionable or involve
solicitation.
Furthermore, you must not misuse our Mobile App and/or
Service by knowingly introducing
viruses, trojans, worms, logic bombs or other material which is malicious or technologically
harmful. You must not attempt to gain unauthorised access to the servers on which our
service is stored or any server, computer or database connected to our Mobile App and/or
Services. You must not attack our Services via a distributed denial-of service attack or
similar.
By breaching this provision, you would commit a criminal offence under the Computer Misuse
Act 1990 (An Act of Parliament). We will report any such breach to the relevant law
enforcement authorities.
We reserve the right to terminate your User Account, our
Mobile App or any related service
for violating any of the above clauses. Save as permitted in these Terms, you agree not to
reproduce, duplicate, copy, sell, resell or exploit any portion of our Mobile App and/or
Services, without express written permission from us.
INTELLECTUAL PROPERTY
In these Terms, “Intellectual Property Rights” means
patents, utility models, rights to
inventions, copyright and related rights, trade marks and service marks, trade names and
domain names, rights in get-up, goodwill and the right to sue for passing off or unfair
competition, rights in designs, rights in computer software, database rights, rights to
preserve
the confidentiality of information (including the know-how and trade secrets) and any other
intellectual property rights, in each case whether registered or unregistered, including all
applications for (and rights to apply for and be granted), renewals or extensions of, and
rights
to claim priority from, such rights and all similar or equivalent rights or forms of
protection
which subsist or will subsist, now or in the future in any part of the world.
All Intellectual Property Rights in the Documentation,
Mobile App and/or Services throughout
the world belong to us (or our licensors) and the rights in the Documentation, Mobile App
and/or Services are licensed (not sold) to you. You have no Intellectual Property Rights in,
or
to, the Documentation, Mobile App and/or Services other than the right to use them in
accordance with these Terms.
Through using our Mobile App and/or Services, you may also
be able to submit user generated
content (“UGC"). All rights, title and interest in any UGC and all Intellectual
Property Rights
therein shall belong exclusively to you as an authorised user.
You agree, warrant and undertake you shall not infringe any
Intellectual Property Rights of us,
our affiliates and/or licensors.
You may not without our prior written consent, copy,
convert, make derivative works of, alter
or modify our service or attempt to do so, or any of the supporting documentation or
software used for our service, or disclose or assist any third party to do the same, except
where explicitly permitted under these Terms.
All rights not expressly granted to you in these Terms or
any applicable terms are expressly
reserved by us and our licensors.
USER DATA
Other users of our platform and/or Services may have
visibility of your UGC and in some
instances, your UGC may be anonymised within our platform and Services. We will make clear
through the use of messaging or colour coding (or such other means), if a particular area of
the platform is anonymised or not.
Our platform and/or Services may include information and
materials uploaded by other users,
including to bulletin boards and chat rooms. This information and these materials have not
been verified or approved by us. The views expressed by other users on our platform and/or
Services do not represent our views or values.
If you provide feedback to us regarding our Mobile App
and/or Services you agree we may
make use of that feedback without any compensation to you.
WARRANTIES
We warrant and undertake we have the right, power and
authority to enter in these Terms
and shall provide the Services using reasonable skill and care.
You warrant, represent and undertake:
- you have the right, power and authority to enter into these Terms and fulfill your
obligations contained in them;
- you shall comply at all times with these Terms when using our Mobile App and/or
Services and be solely responsible for any content and/or information you submit;
- you shall not use, or attempt to use our Mobile App and/or Services for any illegal
activity, anything contrary to these Terms and will comply with all applicable laws when
using our Mobile App and/or Services;
- you shall not infringe the rights of any third party, including Intellectual Property
Rights;
- the performance of your obligations under these Terms does not conflict with your
obligations under any other agreement.
Except as set out in these Terms, to the extent permitted
under applicable law, we on our own
behalf and on behalf of our affiliates and licensors expressly disclaim all warranties,
conditions, or other terms concerning the use of the Documentation, Mobile App and/or
Services which might otherwise be implied into these Terms. You acknowledge and agree the
Mobile App and Services (including any Documentation, content and/or information) are
provided to you on an “AS IS” and “AS AVAILABLE” basis.
DOWNTIME AND EVENTS OUTSIDE OUR CONTROL
From time to time, we may need to suspend our Mobile App
and/or Services, for example, if
we have to deal with technical problems, or to make improvements to our Mobile App and/or
Services. In the unlikely event of downtime, given the anonymity in user data we will be
unable to contact you to let you know about any downtime, in advance or at any point.
However, we will use our reasonable
In the event you experience any issues with our Mobile App
and/or Services, please contact us
at
support@xono.online.
We will not be liable or responsible for any failure to
perform, or delay in performance of any
obligations under these Terms caused by an Event Outside Our Control.
An 'Event Outside Our Control' means any act or event
beyond our reasonable control,
including without limitation, strikes, lock-outs or other industrial action by third
parties, civil
commotion, riot, invasion, terrorist attack or threat of attack, war (whether declared or
not)
or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence,
epidemic or pandemic or other natural disaster or failure of public or private
telecommunication networks or other acts of God.
If an Event Outside Our Control takes place affecting the
performance of our obligations under
these Terms, we will: (i) contact you as soon as practicable to notify you; and (ii) our
obligations under these Terms will be suspended and the time for performance of our
obligations shall be extended for the duration of the Event Outside Our Control.
DOWNTIME AND EVENTS OUTSIDE OUR CONTROL
Nothing in these Terms excludes or limits our liability for
death or personal injury arising from
our negligence, or our fraud or fraudulent misrepresentation, or any other liability that
cannot
be excluded or limited by Isle of Man law.
The information and content displayed and/or accessible from
our Mobile App and/or
Services is provided without any conditions, guarantees and warranties. To the extent
permitted by law, we, our affiliates, licensors and any third parties who advertise on our
Mobile App and/or Services hereby expressly exclude:
- all implied conditions, warranties, representations or other terms that may apply to our
Mobile App and/or Services or any content on it;
- any liability for any loss or damage, whether in contract, tort (including negligence),
breach of statutory duty, or otherwise, even if foreseeable, arising under or in
connection with (a) use of, or inability to use, our Mobile App and/or Services; or (b)
use
of or reliance on any content displayed on our Mobile App and/or Services;
- any liability for any loss of profit, loss of revenue, loss of actual or anticipated
profit, loss
of business, business interruption, or loss of business opportunity, loss of money, loss
of
anticipated savings; loss, damage or corruption of data, goodwill or reputation; or any
indirect or consequential loss or damage, in each case, howsoever arising, whether such
loss or damage was foreseeable or contemplated and whether arising or caused in
breach of contract, tort (including negligence), breach of statutory duty or otherwise.
We will not be liable and you acknowledge, understand and
agree we will not be liable, for
any loss or damage caused by a virus, distributed denial-of-service attack, or other
technologically harmful material that may infect your computer equipment, computer
programs, data or other proprietary material due to your use of our Mobile App and/or
Services or by your downloading of any content on it, or on any website linked to it.
We assume no responsibility for the third party content
appearing on our Mobile App and/or
Services and/or content of websites linked. Such content and/or links (such as to social
media
pages (if any)) should not be interpreted as endorsement by us of those linked websites
and/or content. We will not be liable for any loss or damage that may arise from your use of
them.
Subject to clause 16.1, you agree our aggregate liability
(and those that we work with to
provide the Services) in respect of any claim arising under these Terms, whether in
contract,
tort (including negligence) or otherwise, shall in no circumstances exceed the total amount
paid by you to us in the last twelve (12) months.
The Documentation, Mobile App and Services are provided for
general information only. They
do not offer advice on which you should rely. You must obtain professional or specialist
advice
before taking, or refraining from, any action on the basis of information or content on or
in
the Documentation, Mobile App and/or Services. Although we make reasonable efforts to
update the information provided by the Documentation, Mobile App and Services, we make
no representations, warranties or guarantees, whether express or implied, that such
information is accurate, complete or up to date.
The Documentation, Mobile App and Services have not been
developed to meet your
individual requirements. Please check the facilities and functions of the Mobile App and
Services (as described in the appstore site and in the documentation) meet your
requirements.
INDEMNITY
You agree to defend, indemnify and hold us, our licensors
and affiliates and their respective
directors, officers and employees and agents harmless from and against any and all claims,
actions, demands, damages, costs, liabilities, losses and expenses (including but not
limited to
legal costs and disbursements), as a result of or arising out of your use or misuse of our
Documentation, Mobile App and/or Services or that any content you upload through the use
of the Mobile App and/or Services infringes any rights (including any Intellectual Property
Rights) of a third party.
TERM AND TERMINATION
These Terms will commence following your acceptance of them
in accordance with clause 5
above.
Without affecting any other right or remedy available to us,
or which may have accrued under
the terms of this EULA, we may at any time, in our sole discretion, with or without notice
to
you, immediately suspend and/or terminate your User Account, terminate these Terms and
your right to use our Mobile App and/or Services where you have breached these Terms.
You may terminate these Terms at any time by closing your
User Account.
Consequences of Termination.
On termination or expiry of this EULA (howsoever arising):
- all rights and licences granted under these Terms shall immediately cease;
- we shall immediately stop providing the Services to you;
- you must immediately stop all activities authorised under these Terms, including your
right to use the Documentation, Mobile App and Services;
- you must immediately and permanently: (a) delete or remove our Mobile App from
your Device; and (b) delete all copies of our Mobile App which you may have;
- any provision of these Terms that expressly or by implication is intended to come into,
or continue in force, on or after termination or expiry shall remain in full force and
effect;
- we will continue to process any data provided to us in accordance with our Privacy
Policy and/or applicable laws.
If your User Account has been suspended or terminated and
you believe this has been in
error, please contact your company, business and/or organisation who supplied you with the
unique activation code who should be able to look into this matter for you.
The termination or expiry of these Terms shall not affect
any of our rights, remedies, or your
obligations or liabilities that have accrued up to the date of termination or expiry,
including
our right to claim damages in respect of any breach by you of these Terms which existed at
or
before the date of termination or expiry or any provision which can reasonably be inferred
as
continuing or is expressly stated to continue shall continue in full force and effect.
GENERAL TERMS
You may not assign or transfer any rights or obligations
under these Terms. We may at our
discretion transfer our rights and obligations under these Terms to any company. This
includes
where we use sub-contractors to provide services.
Nothing in these Terms is intended to, or shall be deemed
to, establish any partnership or
joint venture between you or us.
No failure or delay by us to exercise any right or remedy
provided under these Terms, or by
law shall constitute a waiver of that or any other right or remedy by us, nor shall it
prevent or
restrict the further exercise of that or any other right or remedy by us. No single or
partial
exercise of such right or remedy shall prevent or restrict the further exercise of that or
any
other right or remedy by us.
If any provision or part-provision of these Terms is or
becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid,
legal and enforceable. If such modification is not possible, the relevant provision or part-
provision shall be deemed deleted. Any modification to or deletion of a provision or part-
provision under this clause shall not affect the validity and enforceability of the rest of
these
Terms.
If any provision or part-provision of these Terms are
invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as amended, it is
legal,
valid and enforceable, and, to the greatest extent possible, achieves the intended
commercial
result of the original provision.
A person who is not a party to these Terms shall not have
any rights (whether under the
Contracts (Rights of Third Parties) Act 2001, or otherwise) to enforce any provision of
these
Terms.
APPLICABLE LAWS
This EULA and any dispute or claim arising out of or in
connection with it, its subject matter, or
formation (including non-contractual disputes or claims), shall be governed by and
interpreted
by the laws of the Isle of Man. We both agree to the exclusive jurisdiction of the courts of
the
Isle of Man.
CONTACT US
If you have any questions or concerns about this End User Licence Agreeement, you can contact us via:
Last Updated: 1/30/2024. We may update and change
this
End User Licence Agreement and you are advised to check it from
time to time.