Terms of Service.

1.1 Definitions

In these Terms, unless the context requires otherwise:

• "Xavorian", "the Company", "we", "us", "our" means Xavorian Technology Company, a private limited liability company incorporated in the Federal Republic of Nigeria, founded by Ezeani Chukwuebuka, operating xavorian.com.
• "Platform" means the Xavorian website, applications, waitlist pages, APIs, tools, and features, and "Services" means the marketplace, listing, communication, verification, and payment-facilitation features provided through it.
• "User", "you", "your" means any person who accesses, joins the waitlist of, registers on, or uses the Platform, including a "Buyer" (seeking to purchase or rent property), a "Seller" (listing property for sale, rent, or lease), and an "Agent" (listing or marketing property on behalf of a Seller).
• "Listing" means any property advertisement published on the Platform by a Seller or Agent, and "Offer" means an expression of intent to purchase, rent, or lease made through the Platform, which binds no one unless the Users concerned execute separate written contractual documentation.
• "Transaction" means any negotiation, offer, agreement, payment, or dealing between Users in connection with a Listing, whether conducted on or off the Platform.
• "User Content" means any text, images, documents, listings, messages, reviews, or other material submitted to or through the Platform by a User.
• "Verification Processes" means Xavorian's good-faith, risk-based screening procedures: (a) KYC identity gates checked against government-issued identity references; (b) the Bank-Name-Match Rule, under which payments are directed only to bank accounts whose account name matches the payee's verified identity; (c) AI-assisted Document Audit; and (d) Human Review of flagged accounts, listings, and documents.
• "Verified Badge" means any "verified" status indicator on the Platform, which records only that a Verification Process was completed on a particular date. It is not a warranty of any kind.
• "Payment Processor" means Paystack and any other Central Bank of Nigeria licensed third-party payment provider through whom User payments are routed.
• "Waitlist" and "Pre-Launch Period" mean the early-access stage of the Platform described in Section 2.4.
• "Authorities" means the Nigeria Police Force, the Economic and Financial Crimes Commission (EFCC), the Independent Corrupt Practices Commission (ICPC), the courts, and any other competent Nigerian regulatory, investigative, or law-enforcement body.
• "Privacy Policy" and "Disclaimer" mean those documents as published on the Platform, and "Nigerian Law" means the laws of the Federal Republic of Nigeria, including the Federal Competition and Consumer Protection Act 2018, the Arbitration and Mediation Act 2023, the Nigeria Data Protection Act 2023, and the NDPR 2019.

1.2 Interpretation

In these Terms: headings are for convenience only; the singular includes the plural; "person" includes any legal entity; "including" means "including without limitation"; statute references include amendments and replacements; writing includes email; the English version of these Terms prevails over any translation; and these Terms are not construed against Xavorian merely because Xavorian drafted them, you having had the opportunity to take independent legal advice before accepting them.

2.1 Marketplace Facilitator Only

Xavorian operates a technology-enabled marketplace connecting independent Buyers, Sellers, and Agents of real property in Nigeria. Our role is that of a neutral technology facilitator, providing infrastructure through which Users discover one another, communicate, exchange Offers, and route payments through licensed Payment Processors. Any contract of sale, tenancy, lease, or agency is made solely between the Users concerned. Xavorian is not, and shall never be deemed, a party to any Transaction, and has no obligation to perform, enforce, or procure the performance of any User's obligations.

2.2 What Xavorian Is Not

Xavorian is not, and does not act as:

• a real estate broker, estate agent, valuer, surveyor, or property developer;
• a lawyer or provider of legal, financial, investment, or tax advice;
• a bank or any other financial institution licensed by the Central Bank of Nigeria;
• an escrow agent, trustee, stakeholder, or custodian of User funds;
• an insurer or guarantor of any User, Listing, document, or Transaction; or
• the agent, partner, employer, or representative of any User.

2.3 No Advice; No Endorsement

Nothing on the Platform is real estate, legal, financial, or other professional advice. We do not independently verify ownership, condition, boundaries, title, encumbrances, zoning compliance, or pricing. Publication of a Listing and display of a Verified Badge are not endorsements of any User, property, or document.

2.4 Pre-Launch and Waitlist Status

The Platform is offered in an early-access, waitlist, pre-launch stage. You acknowledge and agree that: (a) joining the Waitlist creates no entitlement to an account, access, any feature, launch date, or level of service; (b) features may be added, changed, suspended, or withdrawn at any time, with or without notice, without liability; (c) the Platform may be unavailable, interrupted, or contain errors, and data may be lost or reset during the Pre-Launch Period; and (d) no representation is made that the Platform will proceed to general availability. You accept the heightened risks of using a pre-launch service.

3.1 Eligibility — 18+ Only

The Platform is strictly for persons aged eighteen (18) years or older with full legal capacity to contract under Nigerian Law. By using the Platform you represent and warrant that you meet this requirement. Consistent with our Privacy Policy, we do not knowingly collect data from minors; any account found to belong to a person under 18 will be terminated and its data deleted. You may not use the Platform if you have previously been banned or if your use would violate any law.

3.2 Accurate Information

You must provide accurate, current, and complete information at registration, during verification, and thereafter, and must promptly update it. Providing false, misleading, or stolen identity information is a material breach and may be a criminal offence under Nigerian Law.

3.3 One Account Per Person

Each person or legal entity may maintain only one active account. You may not operate multiple accounts, transfer your account, or create any account to circumvent a suspension, ban, verification refusal, or other restriction.

3.4 Account Security

You are solely responsible for your login credentials and one-time passwords (OTPs) and for all activity under your account. Xavorian will never telephone, email, or message you to ask for your password, OTP, PIN, BVN, or NIN — any such request is impersonation; report it immediately to xavoriansupport@gmail.com. Notify us without delay at xavoriansupport@gmail.com or +234 805 637 3583 of any unauthorised account use; you remain responsible for account activity until we receive that notice and have reasonable opportunity to act.

3.5 Organisations

If you use the Platform for a company, partnership, or other entity, you warrant that you are authorised to bind it, and "you" includes both you personally and that entity, which are jointly responsible for compliance.

3.6 Verification-Gated Features

Publishing Listings, making or receiving Offers, and receiving payouts are gated behind the Verification Processes. If you decline, withdraw from, or fail verification, those features stay unavailable, without liability to Xavorian.

4.1 What Our Screening Is

Xavorian applies the Verification Processes defined in Section 1. These are good-faith, risk-based screening measures; they are not forensic investigations, audits, certifications, or law-enforcement checks.

4.2 The Bank-Name-Match Rule

Where the Platform facilitates a payment to a User, funds are directed only to a bank account whose registered account name matches the payee's verified identity — never to third-party or differently named accounts. If a counterparty asks you to pay an account that does not exactly match their verified name, treat that as a serious red flag: decline and report it under Section 9. Paying a name-mismatched or third-party account is a breach of these Terms and is entirely at your own risk and cost.

4.3 What the Verified Badge Means

A Verified Badge is solely a record that a screening process was completed on a particular date. It is not a certificate, guarantee, endorsement, or warranty of identity, good character, solvency, title, ownership, authority to sell, document authenticity, legality, property condition, or value.

4.4 The Limits of Verification

You acknowledge that our Verification Processes are inherently fallible: AI systems can err or be deceived; identity documents can be stolen or forged well enough to defeat screening; databases consulted may be incomplete or outdated; verification reflects a point in time only; and a person who passed screening can still commit fraud. Xavorian makes no representation that any Verification Process will detect any particular fraud, and accepts no liability for any failure to detect fraud, impersonation, forgery, or misrepresentation.

4.5 Your Duty of Independent Due Diligence

Before paying any money or signing any document you must independently: physically inspect the property; engage a qualified property lawyer to search the relevant land registry and, for corporate Sellers, the Corporate Affairs Commission; engage a licensed surveyor where boundaries matter; and meet the counterparty and inspect original title and identity documents. Relying on a Verified Badge instead of independent due diligence is at your own risk.

4.6 A Process, Not an Assurance

Verification at Xavorian is a process, not an assurance. By using the Platform you expressly acknowledge that you understand this distinction and that no screening outcome, badge, or verification result shifts any risk of fraud away from you. This Section forms part of the allocation of risk in Sections 8, 11, and 12.

5.1 How Payments Move

Payments connected with the Platform move directly between Users through our third-party Payment Processor, Paystack, or another Central Bank of Nigeria licensed provider. Your payment relationship is with the Payment Processor and your counterparty — not with Xavorian.

5.2 Xavorian Is Not a Financial Institution

Xavorian is not a bank, not a payment service provider, and not licensed by the Central Bank of Nigeria as any kind of financial institution; it does not hold, pool, control, or take possession of User funds and provides no escrow, trustee, or safekeeping service — any holding of funds pending a Transaction is performed solely by the Payment Processor under its own licence, consistent with our Disclaimer.

5.3 Bank-Name-Match Payouts

All payouts facilitated through the Platform go only to bank accounts whose account name matches the payee's verified identity. You must never request, and must refuse, payment to any account not carrying the exact name of the verified counterparty. Xavorian may decline, delay, or reverse any payout that fails the Bank-Name-Match Rule, without liability.

5.4 Processor Terms Apply

Payments are subject to the Payment Processor's own terms, limits, and compliance and anti-money-laundering controls, which you agree to follow. Xavorian is not responsible for the acts, omissions, errors, delays, downtime, fees, failed payments, chargebacks, or decisions of any Payment Processor or bank.

5.5 Fees

Where Xavorian charges a fee for a paid feature or transaction service, it is disclosed before you commit, and is non-refundable once the service period has commenced or the transaction has completed, except where a refund is required by applicable Nigerian Law.

5.6 No Guarantee of Completion; Records

Consistent with our Disclaimer, Xavorian does not guarantee that any payment or Transaction will complete; transactions may fail or be reversed because of verification failures, document issues, bank or processor outages, disputes, or regulatory restrictions, and Xavorian is not responsible for compensating any User for a failed, delayed, reversed, or incomplete Transaction. In any platform-side review, the Payment Processor's records are the primary record of payment events.

5.7 Chargebacks and Taxes

Chargebacks, reversals, and recalls are matters between you, your counterparty, your bank, and the Payment Processor; you bear the risk of any chargeback or reversal affecting a payment you made or received, and must cooperate in good faith with any processor investigation. You are solely responsible for determining, declaring, and paying all taxes, duties, and levies arising from your Transactions — including value added tax, stamp duties, capital gains tax, withholding tax, and state or local levies. Xavorian provides no tax advice.

6.1 What You Must Do

• Independently verify every property, party, document, and account name before paying.
• Physically inspect property and use a qualified property lawyer and, where needed, a licensed surveyor.
• Pay only through Platform payment flows, and only to accounts passing the Bank-Name-Match Rule.
• Keep negotiations and communications on the Platform so a record exists.
• Keep complete evidence of every Transaction — receipts, messages, account-name confirmations, signed agreements.
• Report suspected fraud or pressure tactics to xavoriansupport@gmail.com immediately.
• Protect your credentials, OTPs, and identity documents.

6.2 What You Must Not Do

You must not, directly or indirectly:

• commit fraud, scams, advance-fee schemes, or misrepresentation of any kind, in breach of the Advance Fee Fraud and Other Fraud Related Offences Act, the Cybercrimes (Prohibition, Prevention, etc.) Act 2015, or any other law;
• pressure, persuade, or trick any User into negotiating, paying, or completing a transaction outside the Platform;
• pay, or request payment to, any account whose name does not exactly match the verified payee;
• ask for, share, or misuse any OTP, password, PIN, BVN, or NIN;
• publish fake, cloned, misleading, or duplicated Listings, or list property you do not own or lack authority to list;
• forge, alter, or submit false title, identity, or supporting documents;
• impersonate any person or entity, or misrepresent your identity, authority, property condition, title, or price;
• use the Platform for money laundering, terrorism financing, or sanctions evasion;
• scrape, crawl, harvest, or bulk-collect Platform data, or use bots or automated access to it, without our prior written consent, or probe, breach, or circumvent our security, monitoring, or verification controls;
• harass, threaten, defame, or abuse any User or member of the Xavorian team; or
• interfere with the operation, integrity, or performance of the Platform.

6.3 Consequences

Any violation of this Section 6 is a material breach, entitling Xavorian to suspend or permanently terminate your account under Section 14, remove Listings and User Content, preserve evidence, and refer the matter to the Authorities under Section 9 — without prejudice to any other right or remedy, and without liability to you.

7.1 Your Content; Your Warranties

You retain ownership of your User Content. By submitting User Content you represent and warrant that you own it or have all rights needed to submit it; that it is accurate, lawful, and not misleading; and that its use on the Platform will not infringe the intellectual property, privacy, or other rights of any person.

7.2 Licence to Xavorian

You grant Xavorian a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to host, store, reproduce, adapt for formatting, display, publish, and distribute your User Content for the purposes of operating, securing, improving, and promoting the Platform. This licence ends when you delete the content, except where it has been shared with other Users in the ordinary course, forms part of a Transaction record, sits in routine backups, or must be retained by law — in which cases it continues for those residual purposes.

7.3 Moderation

Xavorian may, but is not obliged to, review, refuse, remove, or restrict any User Content, including Listings and reviews we reasonably believe violate these Terms or applicable law, infringe rights, or present a fraud risk. Moderation creates no liability and no duty to monitor.

7.4 Xavorian's Intellectual Property

The Platform — its software, code, algorithms, design, text, graphics, trademarks, and logos — is the exclusive property of Xavorian or its licensors, protected by Nigerian and international law. Except for the limited right to use the Platform in compliance with these Terms, no right, title, or interest in the Platform passes to you.

7.5 Restrictions

You may not copy, republish, frame, scrape, harvest, data-mine, modify, create derivative works from, reverse engineer, or commercially exploit any part of the Platform or its content (other than your own User Content) without Xavorian's prior written consent.

7.6 Infringement Notices

To report content you believe infringes your copyright, trademark, or other intellectual property right, email xavorianlegal@gmail.com identifying: (a) the right claimed; (b) the content and its location on the Platform; (c) your contact details; (d) a good-faith statement that the use is unauthorised; and (e) a good-faith declaration that the notice is accurate and that you own or are authorised to act for the right. Xavorian may remove or disable the content and notify the posting User, who may send a reasoned counter-notice to the same address. Knowing misrepresentation in a notice or counter-notice breaches these Terms.

8.1 No Guarantee Against Fraud

8.2 Express Assumption of Risk

You expressly and voluntarily assume all risks arising out of or in connection with property transactions and your use of the Platform, including: advance-fee fraud; impersonation of owners, agents, or Xavorian staff; forged, cloned, or fabricated title and identity documents; double sale of the same property; sale or letting of non-existent, encumbered, or dispute-bound property; land-grabbing and ownership-dispute schemes; rental and inspection-fee scams; payment redirection and account-name manipulation; and other criminal conduct, on the Platform or off it.

8.3 Verification Is a Process, Not an Assurance

You confirm you have read Section 4 and expressly acknowledge that the KYC identity gates, the Bank-Name-Match Rule, the Document Audit, Human Review, and every Verified Badge are good-faith screening processes only; that AI and automated systems are fallible; and that no outcome of any Verification Process is a warranty or assurance of identity, title, ownership, authenticity, legality, or value. You assume the entire risk of any failure of any Verification Process.

8.4 No Liability for Scams — On or Off the Platform

To the maximum extent permitted by applicable law, Xavorian shall not be liable for any loss, damage, harm, cost, or expense arising from the fraudulent, deceptive, dishonest, or criminal conduct of any User or any third party — whether it occurs on the Platform, through the Platform, off the Platform, or partly on and partly off it, and whether or not the parties first met or were introduced through the Platform. This Section operates with, and is given further effect by, Sections 11 and 12.

8.5 Your Confirmations

By using the Platform, you confirm that:

• you understand Xavorian provides a marketplace and screening tools — not protection, insurance, or guarantees;
• you will conduct independent professional due diligence before paying money or signing documents;
• no badge, screening result, or Platform publication has substituted for your own enquiries.

9.1 Reporting

Report suspected fraud, impersonation, or criminal conduct in connection with Platform activity immediately to xavoriansupport@gmail.com, with all available evidence. You should also report crime directly to the Nigeria Police Force or the EFCC.

9.2 Discretionary Review and Investigation

Where alleged fraud is reported in connection with Platform activity, Xavorian may, at its sole discretion, review and investigate the report and, where it considers appropriate, preserve records and refer the matter to, or cooperate with, the Nigeria Police Force, the EFCC, the ICPC, or other competent Authorities. You agree that: (a) Xavorian has no obligation to investigate any report, reach any outcome, take any action, or act within any timeframe; (b) commencing, declining, or concluding any review or investigation creates no obligation, admission, concession, or liability on Xavorian's part; and (c) no review, investigation, or referral entitles you or any User to compensation, a refund, recovery of funds, or any particular outcome.

9.3 Preservation, Referral and Cooperation

Where Xavorian considers it appropriate, it may preserve account records, verification results, messages, payment logs, and documents, and disclose relevant information to the Authorities as permitted by our Privacy Policy, the Nigeria Data Protection Act 2023, and the NDPR. Xavorian will comply with lawful requests, court orders, and regulatory demands.

9.4 No Recovery Service; No Compensation

Xavorian is not an insurer, a law-enforcement agency, or a funds-recovery service. Investigating crime and recovering lost funds are matters for the Authorities and the courts. Nothing Xavorian does or omits under this Section 9 creates any duty to compensate you, and Xavorian has no liability for the outcome, speed, or conduct of any investigation, by Xavorian or any Authority.

9.5 Monitoring Limitations

Platform communications may be screened by automated systems for fraud indicators but, as our Disclaimer states, monitoring is not comprehensive and may not detect all fraudulent communications; Xavorian undertakes no duty to monitor and accepts no liability for fraud that monitoring misses.

9.6 False and Malicious Reports

You must not make reports you know or ought reasonably to know are false, malicious, or made to harass a counterparty or gain leverage in a dispute. False or malicious reporting is a material breach, and Xavorian's reasonable costs of handling it are recoverable from you as a debt.

10.1 Entirely Beyond Our Control

Any communication, negotiation, inspection, payment, or transaction that takes place wholly outside the Platform is entirely beyond Xavorian's control and responsibility, even if the parties first met or were introduced through Xavorian. Xavorian accepts no responsibility whatsoever for such dealings.

10.2 Platform Protections Do Not Travel

The KYC identity gates, the Bank-Name-Match Rule, the Document Audit, Human Review, message monitoring, and Transaction records apply only to activity on the Platform. Once any part of a dealing moves off-Platform, those protections cease; a Verified Badge confers no protection on any off-Platform conduct or transaction.

10.3 Pressure to Move Off-Platform

Pressure from any User to take negotiations, inspections, or payments off the Platform is a recognised fraud indicator and a breach of these Terms by the User applying it. If you proceed off-Platform anyway, the risk and any resulting loss are entirely yours.

10.4 No Assistance for Off-Platform Dealings

Xavorian has no obligation to assist with, mediate, investigate, or provide records for off-Platform dealings, and, to the maximum extent permitted by applicable law, its liability for any off-Platform communication, negotiation, inspection, payment, or transaction is nil. Reports of off-Platform fraud may inform internal risk analysis without creating any duty to act.

11.1 "As Is" and "As Available"

Xavorian does not warrant that the Platform will be uninterrupted, secure, or error-free; that defects will be corrected; that any Listing is genuine or any property exists, is available, or matches its description; that any User is who they claim to be or will perform; or that any Verification Process has detected or will detect any fraud.

11.2 Listings Not Warranted

Consistent with the Property Listings Disclaimer, Xavorian does not warrant the accuracy or authenticity of any Listing and does not independently verify ownership, physical condition, boundaries or survey accuracy, title clarity, encumbrances or liens, zoning or planning compliance, building-code compliance, environmental conditions, or pricing. Sellers are solely responsible for their Listings and documents.

11.3 Users and Third Parties

Xavorian gives no warranty for the conduct, identity, solvency, or performance of any User, and none for any third party on which the Platform depends, including Payment Processors, identity-verification partners, banks, telecommunications, or electricity providers.

11.4 Non-Excludable Rights

Nothing in this Section excludes any warranty, condition, or consumer right that cannot lawfully be excluded under applicable Nigerian Law, including non-waivable rights under the Federal Competition and Consumer Protection Act 2018, and this Section is subject to the saver in Section 12.8.

12.1 Exclusion of Indirect Damages

12.2 Aggregate Liability Cap

12.3 No Liability for Scams

To the maximum extent permitted by applicable law, Xavorian shall have no liability for any loss, damage, or harm arising from the fraudulent, deceptive, or criminal conduct of any User or any third party, whether such conduct occurs on the Platform, off the Platform, or partly on and partly off it, and whether or not the parties first met or were introduced through the Platform.

12.4 Basis of the Bargain; Scope

The limitations in this Section 12: (a) extend to Xavorian's founder, officers, employees, agents, and contractors; (b) apply to every theory of liability — contract, tort (including negligence), statute, equity, or otherwise; (c) apply even if a limited remedy fails of its essential purpose; and (d) reflect the agreed allocation of risk between you and Xavorian, an essential basis of the bargain priced into the fees (if any) charged.

12.5 Class Action and Representative Action Waiver

All claims must be brought and pursued only in your individual capacity, and not as a plaintiff, claimant, or member in any purported class, collective, consolidated, group, or representative proceeding. You waive any right to participate in, or obtain relief through, any such proceeding against Xavorian, and claims of different Users may not be joined or consolidated without Xavorian's prior written consent. This waiver applies equally in arbitration under Section 15.

12.6 One-Year Time Bar

Any claim or cause of action arising out of or in connection with these Terms, the Platform, or the Services must be formally commenced (by dispute notice under Section 15.1) within one (1) year of the event giving rise to it. Any claim not so commenced is permanently waived, released, and barred.

12.7 Individual Remedies Only

Any relief awarded between you and Xavorian shall be individual and affect no other User. Injunctive or other equitable relief shall be available only to the extent necessary to protect Xavorian's intellectual property rights or confidential information, and nothing in these Terms prevents Xavorian from seeking urgent interim or protective relief from a competent court in respect of such rights without breaching the agreement to arbitrate.

12.8 Non-Excludable Liability Saver

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability which cannot be excluded or limited under applicable Nigerian law, including non-waivable consumer rights under the Federal Competition and Consumer Protection Act 2018. Every exclusion and limitation in Sections 8, 10, 11, and this Section 12 is subject to, and read down only to the extent required to give effect to, this Section 12.8.

13.1 Your Indemnity

You agree to indemnify, defend, and hold harmless Xavorian, its founder (Ezeani Chukwuebuka), and its officers, employees, agents, contractors, and assigns (the "Indemnified Persons") from and against all claims, demands, proceedings, losses, liabilities, damages, fines, costs, and expenses, including reasonable legal fees, arising out of or in connection with: (a) your breach of these Terms; (b) your use or misuse of the Platform; (c) your Listings, User Content, documents, or representations, including any claim that they are false, misleading, fraudulent, or infringing; (d) your Transactions with any User or third party, wherever conducted; (e) your violation of any applicable law; (f) your violation of any third party's rights; and (g) any taxes, duties, or penalties arising from your Transactions.

13.2 Procedure

Xavorian will notify you of any indemnified claim; delay in notice relieves you only to the extent you are actually prejudiced. Xavorian may take control of the defence and settlement of any indemnified claim, with your full cooperation at your reasonable expense. You shall not settle any claim in a way that imposes any liability or admission on an Indemnified Person without Xavorian's prior written consent.

13.3 Survival

This indemnity is a continuing obligation and survives suspension or termination of your account and of these Terms.

14.1 By Xavorian

Xavorian may suspend, restrict, or terminate your account, access, any Listing, or any Platform feature at any time, at its sole discretion, with or without notice, and with or without cause — including for suspected fraud, impersonation, or unlawful conduct; pending review of a report under Section 9; for breach of these Terms; for conduct creating risk, harm, or potential liability for Xavorian or any User; or as required by law or an Authority. Interim suspension of features may apply pending review. Xavorian has no liability to you for any good-faith suspension or termination under this Section.

14.2 By You

You may close your account at any time via xavoriansupport@gmail.com. Closure takes effect once any outstanding Transactions, payment obligations, disputes, or investigations affecting your account have been resolved.

14.3 Effect of Termination

On suspension or termination: your right to use the Platform ceases immediately; your Listings may be removed; and the licence in Section 7.2 continues only to the extent stated there. Termination does not relieve you of accrued obligations, of winding up pending Transactions through the Payment Processor, or of Sections 8 to 13. Post-termination data handling follows our Privacy Policy and legal retention requirements.

14.4 Survival

The following survive suspension or termination, together with any provision that by its nature is intended to survive: Sections 1, 2, 4, 5 (including unpaid fees), 6.3, 7, 8, 9, 10, 11, 12, 13, 14, and 15.

15.1 Good-Faith Negotiation (30 Days)

Before any formal proceeding, the complaining party must send a written dispute notice (for Xavorian, to xavorianlegal@gmail.com) describing the dispute and the relief sought, and the parties shall attempt in good faith to resolve the dispute by negotiation for thirty (30) days from receipt.

15.2 Mediation

Failing resolution, either party may refer the dispute to mediation in Lagos, Nigeria, before a single agreed mediator; the mediator's costs are shared equally, and each party otherwise bears its own costs.

15.3 Binding Individual Arbitration

Any dispute not resolved by negotiation or mediation shall be finally resolved by binding arbitration under the Arbitration and Mediation Act 2023. The seat shall be Lagos, Nigeria; there shall be one (1) arbitrator, appointed by agreement or failing that under the default mechanism of the Arbitration and Mediation Act 2023; the language shall be English; the award shall be final and binding; the proceedings, submissions, and award shall be confidential except as required for enforcement or by law; and each party bears its own costs unless the tribunal decides otherwise. Arbitration is individual only, per Section 12.5.

15.4 Small Claims Exception; Class Waiver

Either party may instead bring an individual claim falling within the monetary jurisdiction of a Magistrate Court before the Magistrate Court or District Court of competent jurisdiction where the User resides or where the Property is located. The class, collective, consolidated, and representative action waiver in Section 12.5 applies to every proceeding under this Section 15, whether in negotiation, mediation, arbitration, or court.

15.5 Governing Law and Courts

These Terms, and any dispute or claim arising from them (including non-contractual disputes), are governed by the laws of the Federal Republic of Nigeria. Subject to Sections 15.3 and 15.4, the courts sitting in Lagos, Nigeria have exclusive jurisdiction over any court proceedings permitted under these Terms.

15.6 Entire Agreement; Order of Precedence

These Terms, the Privacy Policy, and the Disclaimer together form the entire agreement between you and Xavorian concerning the Platform, superseding all prior understandings and representations. In case of conflict, precedence is: first these Terms, then the Privacy Policy, then the Disclaimer.

15.7 Amendments

Xavorian may amend these Terms by posting the amended version on the Platform. For material changes, we will give at least fourteen (14) days' notice by email or prominent Platform notice before they take effect. If you disagree, your sole remedy is to close your account before the effective date; continued use after it is acceptance.

15.8 Severability

If any provision is held invalid, illegal, or unenforceable, it shall be modified to the minimum extent needed to make it enforceable while preserving its intent — or, failing that, severed — and the rest of these Terms continues in full force.

15.9 No Waiver

No failure or delay by Xavorian in exercising any right or remedy is a waiver of it, and no single or partial exercise precludes any further exercise of that or any other right or remedy.

15.10 Assignment

Xavorian may assign or transfer these Terms and its rights and obligations to any person, including in a merger, acquisition, reorganisation, or asset sale, with notice to you. You may not assign or transfer these Terms or any rights under them without Xavorian's prior written consent; any purported transfer without consent is void.

15.11 Force Majeure

Xavorian is not liable for failure or delay caused by events beyond its reasonable control, including electricity grid failures and outages, telecommunications or internet infrastructure disruption, fuel scarcity, strikes, civil commotion, epidemics, acts of government or regulators, failures of Payment Processors or verification partners, fire, and flood. Obligations are suspended for the duration; if the event runs beyond ninety (90) consecutive days, either party may terminate the affected arrangements on written notice without liability.

15.12 Notices

Legal notices to Xavorian: xavorianlegal@gmail.com. Support: xavoriansupport@gmail.com. Urgent matters: +234 805 637 3583. Notices to you go to your registered email or by Platform posting. An email notice is deemed received twenty-four (24) hours after sending, absent a delivery failure notification.

15.13 Relationship; No Agency

You and Xavorian are independent contractors. Nothing in these Terms creates any agency, partnership, joint venture, fiduciary, or employment relationship between you and Xavorian, and neither party may bind or contract in the other's name.

15.14 No Third-Party Beneficiaries

These Terms benefit you and Xavorian only. Except for the Indemnified Persons under Section 13, who may rely on that Section, no third party has any right to enforce any provision of these Terms.

15.15 Pre-Launch Acknowledgement

You acknowledge that the Platform is in an early-access, waitlist stage and that features may be added, changed, or withdrawn at any time without liability, as set out in Section 2.4.