Sapphire Transactions Terms of Service Agreement
Please read this Terms of Service Agreement carefully before using any services provided by Sapphire Transactions.

Section 1. Agreement, Parties

You agree to the following Terms of Service Agreement (referred to as "Agreement" or “Terms”), which govern your use of all Sapphire Transactions software, applications and services (collectively, the “Services”). This Agreement, by and between Sapphire Transactions (hereinafter referred to as “Sapphire Transactions”, “Sapphire”, “Company”, “we”, “us” or “our”), and the individual or entity ("Client" or "you") accessing or using the services provided by the Company. By accessing and/or using the services provided by the Company, the Client agrees to be bound by the terms and conditions, any policies, guidelines or future modifications issued by the Company, set forth in this Agreement.

Section 2. The Services

2.1 Services Provided
The Client agrees to engage the Company to assist with managing real estate transactions in accordance with the terms of this Agreement. The Company will provide the Client with real estate transaction management services, and other related services ("Services"), including but not limited to:

2.2 Service Limitations
Client understands and acknowledges that Sapphire Transactions will not, and are prohibited from acting in the capacity of a licensed real estate person or persons as associated with holding, having or obtaining a real-estate license. Client agrees that Client shall not request, expect, nor accept from The Company the performance of any service that requires any form of a real estate license established by the laws and regulations set forth by the State of Colorado and/or applicable to Client, and that it is the Client’s responsibility to know, understand and be up to date on all such laws, rules, and regulations.

Section 3. Client Responsibilities

The Client agrees to:

Section 4. Confidentiality and Privacy
The Company values the privacy of its Clients. Any personal, financial, or sensitive data provided by the Client will be kept confidential in accordance with applicable privacy laws and regulations. The Company will not disclose any Client information to third parties without the Client's consent, except as required by law. The Company agrees to maintain the confidentiality of all proprietary or confidential information obtained during the course of providing services under this Agreement. This includes, but is not limited to, client information, financial details, business practices, and any other confidential information.

Section 5. Fees and Payment

5.1. Fees and Payment Overview The Client agrees to pay the Company for services rendered according to the fee schedule outlined in Section 5.2. The Invoice Date referred to within Section 5 will be considered the Date the Client opens the file with the Company (Installment #1 Invoice Date) and the Closing Date of the real estate transaction (Installment #2 Invoice Date).

5.2. Rate of Pay
Service Provider will be paid a gross flat fee of $395.00 per transaction for the services provided. 

5.3 Payment Terms: 

Payments will be made from the Client to the Company upon successful closing, either via Stripe in the form of Credit Card, Debit Card or ACH Transfer or the payment shall be deducted from the Client’s commission split and paid to Sapphire Transactions from the Title Company.

5.4 Reimbursement of Expenses: The Client will reimburse the Service Provider for reasonable, pre-approved out-of-pocket expenses incurred while performing services under this Agreement. All expenses must be submitted to and approved by The Client with receipts for reimbursement.

5.5 Failure of Payment, Late Fees

All fees are due and payable within 1 day from the Invoice Date, unless otherwise specified. Failure to make timely payment may result in suspension of Services until payment is received. Failure to provide payment within three business days of the Invoice Date shall result in a late fee added to the invoice in the amount of $25. Each additional 7 day period that follows with no payment received shall incur an additional $50 late fee added to the Invoice.

Section 6. Term and Termination
This Agreement will commence on the date the Client registers for services and will continue until terminated by either party. The Client may terminate this Agreement at any time by providing written notice to the Company. The Company may terminate the Agreement at any time by providing written notice to the Client and/or if the Client fails to adhere to the Terms or if the Company is unable to perform the Services for any reason.

Upon termination, the Client remains responsible for paying any outstanding fees for Services rendered prior to termination, including the full Rate of Pay for transactions currently being serviced.

Section 7. Limitation of Liability, Indemnification, Waiver of Right to Sue & Dispute Resolution

7.1 Limitation of Liability
To the fullest extent permitted by applicable law, Sapphire Transactions shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, or data, arising out of or in connection from the use of the Services, whether caused by or based on contract, tort (including negligence), strict liability, or any other legal theory, even if the Company has been advised of the possibility of such damages. In no event shall Sapphire Transaction Service’s total liability to you for any and all claims, damages, or losses arising from or related to these Terms of Service exceed the amount paid by you to the Company for the specific service(s) giving rise to the claim.

7.2 Indemnification
You agree to indemnify, defend, and hold harmless the Company, its officers, directors, employees, affiliates, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising from or in connection with your use of our Services, violation of these Terms of Service, breach of this Agreement, misuse of the Services, violation of any applicable law or regulation, or any act or omission by you that causes damage to the Company or any third party. 

7.3 Waiver of Right to Sue:

By using our services, you agree to waive any right to bring a lawsuit against the Company for any claims, damages, or disputes arising from or related to the use of our services, except where such waiver is prohibited by law.

7.4 Dispute Resolution
Client acknowledges and agrees that any disputes or claims arising out of or related to this Agreement that cannot be resolved through informal negotiations will be resolved through mediation or arbitration, as determined by the Company. If the dispute cannot be resolved through mediation or arbitration, the parties may agree to submit the dispute to a court of competent jurisdiction, at the Company’s discretion.

Section 8. Non-Solicitation
During the term of this Agreement and for six months following its termination, Service Provider agrees not to directly or indirectly solicit, recruit, or hire any employee, contractor, or client of the Client, unless otherwise permitted in writing by the Client.

Section 9. Tax Obligations
Service Provider understands and agrees that they are an Independent Contractor, and as such, is responsible for the payment of all federal, state, and local taxes on compensation received. Client will not withhold any taxes or provide any tax benefits typically afforded to employees.

Section 10. Force Majeure
The Company will not be held liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of nature, government actions, or technical failures.

Section 11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles.

Section 12. Modification of Terms
The Company reserves the right to modify these terms at any time. Any changes will be posted on the Company's website or communicated to the Client in writing. The continued use of the Services after such modifications constitutes the Client's acceptance of the updated terms.

Section 13. Entire Agreement
This Agreement constitutes the entire agreement and understanding between the parties and supersedes any and all prior agreements or understandings related to the Services, whether written or oral.

Section 14. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

Section 15. Contact Information

For any questions or concerns regarding this Agreement or the Services provided, the Client may contact the Company at: Sapphire Transactions | (303) 437-7130 | John@Sapphire-TS.com