Política de Privacidad

Cosign Master Service Agreement

This Master Service Agreement (“Agreement”) is entered into by and between Cosign, Inc., a Delaware corporation with a place of business at 651 Old Mt. Pleasant Ave, Suite 112, Livingston, NJ 07039 (“Cosign”), and the entity or person executing a Participation Form or other enrollment document that expressly references this Agreement (each, a “Participation Form”) (the “Company”). Each of Cosign and Company may be referred to herein individually as a “Party” and collectively as the “Parties.”

The Agreement consists of the terms and conditions set forth below and incorporates by reference any ancillary documents (including, without limitation, schedules, addenda, exhibits, or attachments) expressly referenced herein.

The “Effective Date” of this Agreement is the effective date of the first Participation Form executed by the Parties.

1. Recitals. Company is in the business of managing residential housing properties in the United States and providing services regarding leasing Apartments to Tenants. Company may be the same entity listed as an “Owner” in Schedule 1 (collectively the “Owners”) or may be acting on behalf of such Owner(s). The Owners own the applicable properties set forth on Schedule 1 of the Participation Form (each, a “Property”) and enter into leases (each, a “Lease”) for apartments (each an “Apartment”) with tenants (each a “Tenant”). Cosign is in the business of developing and administering programs that offer the Company and Owners the opportunity to expand the eligibility criteria for Tenants by serving as a co-signer to Leases in certain instances (the “Program”). Cosign desires to offer and the Company desires to participate in the Program offered by Cosign subject to the terms and conditions set forth herein.

2. Party Obligations

2.1 Cosign Obligations. Cosign will establish eligibility criteria for Tenant participation in the Program, which may be updated from time to time in the sole discretion of Cosign. Cosign will establish and administer a Tenant screening process to determine Tenant’s eligibility for participation in the Program. Cosign will complete all administrative functions associated with the Program. Cosign shall offer participation in the Program to Company at no cost. Cosign will become a party, as cosigner, to each Lease of an eligible Tenant who has been enrolled in the Program, as determined by Cosign. Cosign’s obligations on each Lease to which Cosign becomes a party will be limited as set forth in Section 6 below. Notwithstanding any other provision to the contrary, Cosign’s obligations are limited to Properties included on Schedule 1 of the Participation Form, which may be updated from time to time by Cosign.

2.2 Company Obligations. If Company is a separate entity from Owner, Company hereby represents that it is authorized to act on Owner(s)’ behalf. Company shall protect, defend, hold harmless, and indemnify Cosign, its subsidiaries and its and their respective successors, assigns, directors, officers, employees, agents, and affiliates from and against all claims, demands, actions suits, damages, liabilities, losses, settlements, judgments, and costs, for any failure by Company to obtain such authorization. Company agrees to offer participation in the Program to prospective Tenants that fail to meet applicable rental eligibility requirements as determined by Company. Company agrees to display and provide information to prospective Tenants as directed by Cosign. The Tenant shall have been screened by Company for eligibility for credit support under their customary rental criteria.

3. Claims and Payment Process. Company must submit any claims within sixty (60) days following the Tenant vacating an apartment. All claims must be submitted via the Cosign portal and include copies of the original rental application and the executed Lease; a full move out accounting statement of applicable past due rent; documentation of efforts to collect past due rent, including all notices issued by the Company and documentation of any eviction action inclusive of applicable legal costs for the eviction. Company must supply Cosign with final accounting, move out inspection reports, photos, and itemized receipts for all repair costs. All submissions must be made via the Cosign portal. Claims must include receipts and invoices for any Damages and legal costs claimed. Payments shall be made by Cosign no later than the first calendar month following submission of a completed claim, and Cosign endeavors to make all claim payments within five (5) business days after receipt of the claim.

4. Transfer of Properties. Should a Property be sold to an unaffiliated third party during the term of this Agreement (a “Disposition”), Company shall notify Cosign in writing of such Disposition no later than the date of the closing thereof. Should Company fail to give written notice of such Disposition, this Agreement shall remain active with respect to such Property until thirty (30) days following the receipt written notice of such Disposition and a request to cancel this Agreement pursuant to Section 4. Upon the transfer, the Cosign program shall remain active with the enrolled Leases and Cosign shall take reasonable efforts to create a new login to the Cosign portal for the acquiring company.

5. Cosign Collection from Tenants. If the Company collects any amounts with respect to a Lease for which Cosign has made any Cosign Payment (as defined in Section 6), then Company shall promptly pay the same to Cosign. In the event of any Cosign Payment by Cosign, Company hereby assigns and delegates to Cosign the right and authority to pursue any applicable legal or other remedies against Tenants, and pursue and collect payments due, for rent and charges due under the Leases including legal fees and costs, as well as for costs associated with Damage with respect to an Apartment to recoup such Cosign Payments. If Cosign collects amounts in excess of the Cosign Payment for such Tenant, the overpaid amount shall be remitted to Company. Cosign shall only be entitled to retain amounts up to the total of the Cosign Payment and any funds collected beyond that amount, or any amounts otherwise owed to the Landlord under the Lease, shall remain the property of the Landlord and shall be remitted to the Company if collected by Cosign.

6. Cosign Payments and Liability

6.1 Scope. This section governs Cosign’s liability and obligations as a co-signer to Leases under the Program. It sets forth the payments that may be made by Cosign to Company (the “Cosign Payments” which shall be the sum of the amounts in Section 6.3 as applicable and in accordance with any exclusions or limitations specified in this Agreement or any Addendum, provided that the Cosign Payment shall never exceed the Maximum Payment) in the event of a Tenant default, subject to the conditions and limitations below.

6.2 Conditions to Participation. The Company must have complied with all of its obligations under this Agreement. The Tenant must have paid to Cosign a fee in the amount specified by Cosign (the “Tenant Fees”). Upon satisfaction of these conditions, Program participation with respect to the applicable Apartment will commence effective as of the Lease start date as indicated in the rentwithcosign.com portal provided to the Landlord. To remain eligible for Program participation, the Tenant’s default must not arise from an excluded reason, as set forth in the exclusions page at https://www.rentwithcosign.com/exclusions. A default due to an excluded reason does not constitute a triggering event and disqualifies the Tenant from coverage under the Program. If a triggering event occurs, Company must either repossess the Apartment or begin an eviction proceeding in accordance with applicable landlord–tenant law within forty-five (45) days of such event. If Company fails to act within that period, Cosign’s obligations under the Lease will be limited to the statewide average notice and eviction period as indicated in www.rentwithcosign.com/legal/eviction-notices. Triggering events include: (i) Tenant defaults under the Lease for failure to pay rent; (ii) Tenant vacates the Apartment subject to the Lease; and (iii) Tenant has taken actions evidencing intent to surrender the Apartment, including delivery of keys, removal of personal property, or written notice of intent to vacate.

6.3 Cosign Payments.

6.3.1. Unpaid Rent. Cosign will pay the lesser of (i) unpaid rent due through the end of the Lease term, or (ii) unpaid rent due until a change in occupancy occurs, up to the Base Coverage Amount. For avoidance of doubt, Holdover Coverage described in Section 6.3.5 may extend the period of Unpaid Rent if a Tenant fails to vacate at the end of the Lease term.

6.3.2. Damages. Cosign will pay actual, reasonable out-of-pocket repair costs for property damage (“Damage”), subject to a $1,000 sublimit unless an Additional Damage Coverage Amount is specified on Schedule 1 of the Participation Form. Damage excludes normal wear and tear, which includes ordinary cleaning, reconditioning, and cosmetic repairs such as carpet wear, paint touch-ups, and appliance cleaning.

6.3.3. Eviction and Legal Costs. Cosign will reimburse up to $500 for eviction fees and legal expenses.

6.3.4. Relet Credit. If the total Cosign Payments under Sections 6.3.1–6.3.4 are less than the Maximum Payment, Cosign will pay an additional “Relet Credit” equal to the lesser of (i) the difference between the Maximum Payment and the Cosign Payment, or (ii) fourteen (14) days of rent under the Lease.

6.3.5. Holdover Coverage. The Base Coverage Amount may be increased to cover additional rent for one (1) or two (2) months if a Tenant fails to vacate at the end of the Lease term (the “Holdover Coverage Amount”). Holdover Coverage will not exceed two (2) months of rent.

6.4 Maximum Payment. The maximum Cosign Payment (the “Maximum Payment”) for each Tenant is the sum of (i) the Base Coverage Amount (three, six, nine, or twelve months, as specified on Schedule 1 of the Participation Form), (ii) any elected Holdover Coverage Amount, and (iii) any elected Additional Damage Coverage Amount. Cosign shall have no obligation to make payments in excess of the Maximum Payment. If Company fails to comply with the Agreement or this section within the applicable timeframes, Cosign shall have no obligation to fund the requested payment.

6.5 Lease Term Changes Prior to Occupancy.  

6.5.1. Lease Increase. If the Lease is amended prior to Tenant’s occupancy to increase the Monthly Rent, Cosign’s obligations shall remain limited to the Approved Monthly Rent unless and until the Tenant pays any additional fee required by Cosign.

6.5.2. Lease Decrease. If the Lease is amended prior to Tenant’s occupancy to decrease the Monthly Rent, Cosign’s obligations shall be limited to the decreased Monthly Rent, and any applicable Tenant Fee refund shall be processed by Cosign.

6.5.3. Approved Monthly Rent. For purposes of this Agreement, the “Approved Monthly Rent” shall mean the monthly rent amount in effect at the time the Tenant is approved by Cosign and the applicable Tenant Fee is paid.

7. Insurance. Cosign’s obligations under this section are insured by a licensed and admitted insurance carrier. Upon request, Cosign will provide Company with evidence of insurance.

8. Required Lease Language. In order for Cosign to accept liability under a Lease, Company must ensure the following language is inserted into the Lease:

“If applicable, and subject to an executed separate agreement between Cosign, Inc. and the Occupant, the Parties to the Lease Contract hereby agree that Cosign, Inc. shall hereby become a cosigner to the Lease Contract. Cosign, Inc. shall have all the same rights and obligations as the tenant to the Lease Contract, except for any limitations that may be found in the Master Services Agreement between Cosign and Landlord or Landlord Agent. Additionally, Cosign shall not have any liability if any of the following has occurred: www.rentwithcosign.com/exclusions. The Parties hereby agree that due to Cosign Inc.’s addition to the Lease Agreement, Landlord shall modify the eligibility criteria found in the rental application to allow the tenant to enter into the Lease Agreement.”

9. Term. The initial term of this Agreement shall commence on the Effective Date and conclude on the last day of the month of the first (1st) anniversary of the Effective Date (the “Initial Term”) and shall automatically renew for successive one (1) year terms unless terminated by either party by written notice received not later than thirty (30) days prior to the Initial Term or the expiration of any extended term. In addition, either party may terminate this Agreement (i) due to a material default of the other party after prior written notice thereof and reasonable opportunity to cure or (ii) at any time for any or no reason upon three (3) business days’ prior written notice to the other party.

10. Confidentiality. Each Party (“Receiving Party”) agrees to keep confidential and not disclose any non-public information received from the other Party (“Disclosing Party”) in connection with this Agreement, using the same degree of care it uses to protect its own confidential information (but not less than reasonable care). Confidential Information does not include information that (i) is or becomes public through no breach of this Agreement, (ii) is independently developed without use of the Disclosing Party’s Confidential Information, or (iii) is received lawfully from a third party without restriction. The Receiving Party may disclose Confidential Information to its employees, affiliates, advisors, and contractors who need to know and are bound by confidentiality obligations, or as required by law or regulation. Notwithstanding the foregoing, Cosign may disclose the existence of this Agreement and the relationship of the Parties in press releases or other public statements, unless otherwise requested in writing by the Company.

11. Third Party Products and Services.

11.1.1 Third Party Products. Company may enable integrations between the Cosign platform and third-party products, applications, or services (collectively, “Third Party Products”). The use of such Third Party Products is subject to the terms, conditions, and privacy policies of the applicable third-party providers. Company acknowledges and agrees that Cosign does not control and is not responsible for the operation, security, or performance of any Third Party Products. Cosign makes no representations, warranties, or covenants regarding any Third Party Products and shall not be liable for any loss, damage, or claims arising from or related to Company’s use of, or reliance upon, such Third Party Products. Company hereby waives any claims against Cosign arising from its enablement of, access to, or use of Third Party Products in connection with the services provided by Cosign under this Agreement.

11.1.2 Third Party Services. If any Participation Form, order form, or other document contemplates Company obtaining services from a third party (including, without limitation, audit, inspection, verification, or other professional or technical services) (collectively, “Third Party Services”), Company acknowledges and agrees that such Third Party Services will be performed by an independent third party and not by Cosign. Company may be required to enter into a separate agreement with such third party, which shall exclusively govern the provision of such Third Party Services. Cosign will not be a party to, or responsible for performance under, any such agreement and bears no responsibility for the quality, accuracy, completeness, or results of the Third Party Services. Company acknowledges and agrees that Cosign makes no representations, warranties, or covenants with respect to such Third Party Services.

12. Limit of Liability. The parties acknowledge and agree that Cosign’s obligations under this Agreement are limited to its services as a co-signer to certain Leases, and as such, Cosign’s liability related to this Agreement is limited to the Maximum Payments, as defined in Section 6 and set forth on Schedule 1 of the Participation Form, as amended. Cosign shall not be liable to any Tenants or other third parties, and Company hereby releases Cosign from, any claims, legal actions, judgments, or settlements, etc., that may arise out of this Agreement, the Leases on which Cosign serves as co-signer, or the rental properties thereof.

13. Indemnification.

13.1. Company Indemnification. Company agrees to protect, defend, hold harmless, and indemnify Cosign, its subsidiaries, and its and their respective successors, assigns, directors, officers, employees, agents, and affiliates (collectively, the “Cosign Indemnified Parties”) from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (collectively, “Claims”), whether or not involving a claim by a Tenant or third party, arising out of or related to this Agreement, any Leases on which Cosign serves as co-signer, or the rental properties thereof, except to the extent such Claims arise out of the gross negligence or willful misconduct of Cosign or its employees, agents, or contractors.

13.2 Cosign Indemnification. Cosign shall indemnify, defend, and hold harmless Company, its subsidiaries, and its and their respective successors, assigns, directors, officers, employees, agents, and affiliates (collectively, the “Company Indemnified Parties”) from and against any and all Claims to the extent arising from or caused by Cosign’s gross negligence or willful misconduct in connection with the performance of its obligations under this Agreement.

14. Governing Law; Entire Agreement. The laws of New Jersey shall govern this Agreement, irrespective of any choice of law provisions. The parties agree that any action brought hereunder shall be brought in the courts located in Essex County, New Jersey. This Agreement represents the entire agreement between the parties regarding the subject(s) hereof, and supersedes any prior oral or written communications. This Agreement may be amended, modified, or supplemented only by a written instrument executed by both Parties, except as otherwise indicated in the Participation Form.

15. Notices. Any notice, demand, or other communication required or permitted by this Agreement must be in writing and shall be deemed to have been duly given: (i) when received if personally delivered; (ii) the day delivered after transmitted if transmitted by electronic message (e-mail); (iii) the next business day after it is sent, if sent by recognized expedited delivery service; and (iv) five (5) business days after it is sent, if mailed, first class certified mail, return receipt requested, postage prepaid, in each case if provided to the other party at the e-mail or physical address provided hereto.