Terms

Cosign Master Service Agreement (MSA)

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 references this Agreement (“Company”).

Cosign and Company may each be referred to as a “Party” and collectively as the “Parties.”

This Agreement includes the terms below and any documents incorporated by reference (e.g., schedules, addenda, exhibits, or attachments).

Effective Date: the effective date of the first Participation Form executed by the Parties.

1. Recitals (Background)

Company manages residential rental properties in the United States and provides leasing services for apartments to tenants.

• Company may be the same entity listed as an Owner in Schedule 1 (collectively, “Owners”), or may act on the Owners’ behalf.
• Owners own the properties listed in Schedule 1 (each, a “Property”) and enter into leases (each, a “Lease”) for apartments (each, an “Apartment”) with tenants (each, a “Tenant”).

Cosign develops and administers programs that allow Owners/Company to expand tenant eligibility criteria by having Cosign serve as a co-signer in certain instances (the “Program”).

Company wishes to participate in the Program under the terms of this Agreement.

2. Party Obligations

2.1 Cosign Obligations

Cosign will:

• Set and update (in its sole discretion) tenant eligibility criteria for the Program.
• Administer a tenant screening process to determine eligibility.
• Perform all administrative functions associated with the Program.
• Offer Company participation in the Program at no cost.
• Become a party, as cosigner, to each Lease of an eligible enrolled Tenant (as determined by Cosign).

Limitations:

• Cosign’s obligations per Lease are limited as described in Section 6.
• Cosign’s obligations apply only to Properties included in Schedule 1 (as updated from time to time by Cosign).

2.2 Company Obligations

If Company is separate from Owner, Company represents it is authorized to act on Owner(s)’ behalf.

Company will:

• Indemnify Cosign for any failure to obtain such authorization.
• Offer the Program to prospective Tenants who do not meet Company’s rental eligibility requirements.
• Display and provide Tenant-facing Program information as directed by Cosign.
• Screen the Tenant under Company’s customary rental criteria for credit support.

3. Claims and Payment Process

3.1 Claim submission deadline

Company must submit claims within 60 days after the Tenant vacates the Apartment.

3.2 Submission requirements (via Cosign portal only)

All claims must be submitted through the Cosign portal and include:

• Original rental application (copy)
• Executed Lease (copy)
• Full move-out accounting statement (past due rent)
• Documentation of collection efforts (including notices issued)
• Documentation of any eviction action, including applicable legal costs
• Final accounting
• Move-out inspection reports
• Photos
• Itemized receipts for repair costs
• Receipts/invoices for any Damages and legal costs claimed

3.3 Payment timing

Cosign will pay no later than the first calendar month following submission of a completed claim and endeavors to pay within five (5) business days after receipt.

4. Transfer of Properties

If a Property is sold to an unaffiliated third party (“Disposition”), Company must notify Cosign in writing no later than the closing date.

If Company fails to provide notice, this Agreement remains active for the Property until 30 days after Cosign receives written notice and a cancellation request under Section 4.

After transfer:

• The Cosign program remains active for enrolled Leases.
• Cosign will take reasonable efforts to create a new portal login for the acquiring company.

5. Cosign Collection from Tenants

If Company collects amounts for a Lease where Cosign has made a Cosign Payment, Company must promptly pay those amounts to Cosign.

If Cosign makes any Cosign Payment:

• Company assigns to Cosign the right to pursue legal/other remedies to collect amounts due (rent, charges, legal fees, costs, and damages) to recoup Cosign Payments.

If Cosign collects more than the Cosign Payment:

• The excess is remitted to Company.
• Cosign may only retain amounts up to the Cosign Payment; any amounts beyond that (or otherwise owed to Landlord under the Lease) remain Landlord’s property and are remitted to Company if collected by Cosign.

6. Cosign Payments and Liability

6.1 Scope

This section defines Cosign’s obligations and payments as a co-signer (the “Cosign Payments”) in the event of Tenant default, subject to limitations and exclusions.

Key rule: Cosign Payments will never exceed the Maximum Payment.

6.2 Conditions to Participation

Coverage applies only if:

• Company has complied with all obligations under this Agreement.
• Tenant has paid Cosign the required fee (“Tenant Fees”).
• The default is not due to an excluded reason listed at:
  https://www.rentwithcosign.com/exclusions

A default caused by an exclusion is not a triggering event and disqualifies coverage.

Required timeline after a triggering event:
Company must repossess the Apartment or begin eviction within 45 days of the event, following applicable law.

If Company fails to act within 45 days, Cosign’s obligations are limited to the statewide average notice and eviction period listed at:
www.rentwithcosign.com/legal/eviction-notices

Triggering events include:

1. Tenant defaults for failure to pay rent
2. Tenant vacates the Apartment
3. Tenant actions indicating intent to surrender (e.g., keys delivered, belongings removed, written notice)

6.3 Cosign Payments

6.3.1 Unpaid Rent

Cosign pays the lesser of:

• Unpaid rent through the end of the Lease term, or
• Unpaid rent until a change in occupancy occurs,
  up to the Base Coverage Amount.

Holdover Coverage (Section 6.3.5) may extend Unpaid Rent if Tenant fails to vacate at Lease end.

6.3.2 Damages

Cosign pays actual, reasonable out-of-pocket repair costs for property damage (“Damage”), subject to:

• $1,000 sublimit, unless an Additional Damage Coverage Amount is specified on Schedule 1.

Damage excludes normal wear and tear (e.g., standard cleaning, reconditioning, cosmetic repairs).

6.3.3 Eviction and Legal Costs

Cosign reimburses up to $500 for eviction fees and legal expenses.

6.3.4 Relet Credit

If total Cosign Payments under Sections 6.3.1–6.3.4 are less than the Maximum Payment, Cosign pays a “Relet Credit” equal to the lesser of:

• Difference between Maximum Payment and Cosign Payment, or
• 14 days of rent under the Lease.

6.3.5 Holdover Coverage

Base Coverage may be increased to cover additional rent for 1–2 months if Tenant fails to vacate at Lease end.

Holdover Coverage will not exceed two months of rent.

6.4 Maximum Payment

Maximum Payment equals the sum of:

1. Base Coverage Amount (3, 6, 9, or 12 months, as specified in Schedule 1)
2. Any elected Holdover Coverage Amount
3. Any elected Additional Damage Coverage Amount

Cosign has no obligation beyond the Maximum Payment.

If Company fails to meet requirements or timeframes, Cosign has no obligation to fund requested payments.

6.5 Lease Term Changes Prior to Occupancy

6.5.1 Lease Increase

If Monthly Rent increases before occupancy, Cosign’s obligations remain limited to Approved Monthly Rent unless Tenant pays any additional fee required by Cosign.

6.5.2 Lease Decrease

If Monthly Rent decreases before occupancy, Cosign’s obligations are limited to the decreased rent, and Cosign processes any applicable Tenant Fee refund.

6.5.3 Approved Monthly Rent

“Approved Monthly Rent” is the monthly rent amount in effect when the Tenant is approved by Cosign and the Tenant Fee is paid.

7. Insurance

Cosign’s obligations are insured by a licensed and admitted insurance carrier.

Upon request, Cosign will provide evidence of insurance.

8. Required Lease Language

To accept liability under a Lease, Company must insert the following language in 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 and Termination

• Initial Term begins on the Effective Date and ends on the last day of the month of the 1st anniversary of the Effective Date.
• Automatically renews for successive one-year terms unless terminated by written notice received at least 30 days before the end of the current term.

Either Party may terminate:

1. For material default (after notice and reasonable opportunity to cure), or
2. For any reason with three (3) business days’ prior written notice.

10. Confidentiality

Each receiving Party will keep confidential all non-public information received from the other Party and use at least reasonable care.

Confidential Information does not include information that:

• Becomes public without breach,
• Is independently developed without use of confidential info, or
• Is lawfully received from a third party without restriction.

Disclosure is permitted to employees/affiliates/advisors/contractors on a need-to-know basis under confidentiality obligations, or as required by law.

Cosign may disclose the existence of the Agreement and the relationship in public statements unless Company requests otherwise in writing.

11. Third Party Products and Services

11.1 Third Party Products

Company may enable integrations with third-party products/applications/services (“Third Party Products”).

• Use is subject to third-party terms and privacy policies.
• Cosign does not control and is not responsible for operation, security, or performance.
• Cosign makes no warranties and is not liable for losses arising from use.
• Company waives claims against Cosign related to enabling/accessing/using Third Party Products.

11.2 Third Party Services

If documents contemplate third-party services (e.g., audits, inspections, verification):

• Services are performed by an independent third party, not Cosign.
• Company may need a separate agreement with the provider.
• Cosign is not responsible for quality, accuracy, completeness, or results.

12. Limit of Liability

Cosign’s liability under this Agreement is limited to the Maximum Payments (Section 6; Schedule 1 as amended).

Cosign is not liable to Tenants or other third parties. Company releases Cosign from claims arising from the Agreement, co-signed Leases, or rental properties, except as otherwise stated.

13. Indemnification

13.1 Company Indemnification

Company will indemnify Cosign and related parties against Claims arising out of or related to the Agreement, co-signed Leases, or properties, except to the extent caused by Cosign’s gross negligence or willful misconduct.

13.2 Cosign Indemnification

Cosign will indemnify Company for Claims to the extent caused by Cosign’s gross negligence or willful misconduct in performing obligations.

14. Governing Law; Entire Agreement

• Governing law: New Jersey.
• Venue: courts located in Essex County, New Jersey.
• This Agreement is the entire agreement and supersedes prior communications.
• Amendments must be in writing signed by both Parties, except as indicated in the Participation Form.

15. Notices

Notices must be in writing and are deemed given:

1. When received if personally delivered
2. The day delivered after email transmission
3. Next business day if sent via recognized expedited delivery service
4. Five (5) business days after mailing (first class certified mail, return receipt, prepaid)

Sent to the email or physical address provided by the Parties.

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