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Membership Agreement

NATIONAL TRAFFICKING SHELTERED ALLIANCE 

MEMBER AGREEMENT

  This National Trafficking Sheltered Alliance Member Agreement (“Agreement”) is entered on the last of the dates on the signature page below (“Effective Date”) between the National Trafficking Sheltered Alliance (“NTSA”) a Maryland nonprofit corporation, and the signing party organization listed on the signature page (“Organization”).

  • PURPOSE AND SCOPE

Organization hereby agrees to become a General Member or an Associate Member of NTSA, and agrees to conform to all of the applicable terms and conditions set forth in this Agreement.  Organization’s membership category shall be as indicated on the signature page below.

  1. MEMBERSHIP REQUIREMENTS AND CATEGORIES

NTSA membership consists of General Members and Associate Members. 2.1 General Members. The General Member category is for agencies that are currently open and providing long-term, restorative (1+ year) services for survivors of human trafficking, sexual exploitation, and/or prostitution.  General Members have the opportunity to become Accredited by NTSA, subject to separate accreditation procedures.  General Members must uphold NTSA’s Essential Standards, which are attached as Exhibit A.  In addition, General Members must have been recognized by the Internal Revenue Service as tax exempt organizations described in section 501(c)(3) of the Internal Revenue Code, and General Members must maintain such tax-exempt status. 2.2 Associate Members. The Associate Member category is for agencies that directly serve survivors, but such agencies have not become long-term restorative agencies as described in Section 2.1.  Associate membership also is available to agencies that provide indirect services to survivors as long as such agencies fulfill missions focused on serving survivors or the other anti-trafficking residential agencies.  Associate Membership includes a wide range of missions and service for survivors, including street outreach, drop-in centers, case management, advocacy and awareness, HT prevention/curriculum, and start-up agencies that have not yet been recognized as tax exempt under section 501(c)(3).

  1. MEMBERSHIP BENEFITS AND VOTING

3.1 Membership Benefits. General Members and Associate Members shall have access to the following benefits: 3.1.1 Members shall receive access to NTSA’s online member portal by means of up to 5 logins that shall be assigned to Organization. 3.1.2 Members can participate in regular training programs that are conducted by NTSA. 3.1.3 By means of the member portal, members have access to (i) instructional materials and (ii) agency and survivor policies and procedures that have been developed by NTSA. 3.1.4 As revised and amended from time to time, additional membership benefits shall be set forth on NTSA’s website. 3.2 No Voting Rights. The NTSA nonprofit corporation does not have any voting or nonvoting members; therefore, General Members and Associate Members do not have any voting rights as such rights are defined in the Maryland General Corporation Law.

  • NTSA INTELLECTUAL PROPERTY

4.1 License of NTSA Intellectual Property. Upon the Effective Date and while this Agreement remains in effect, NTSA hereby grants to Organization a limited, non-exclusive, non-transferable license to use all instructional materials, agency and survivor policies and procedures, and other materials developed by NTSA and made available on the member portal or otherwise made available to members by NTSA (collectively, the “Intellectual Property”).  By accepting this Agreement, Organization agrees to use the Intellectual Property solely in connection with its restorative activities and in compliance with the terms of this Agreement.  Organization agrees that it will not modify the Intellectual Property or otherwise create any derivative works from the Intellectual Property without obtaining advance approval from NTSA. 4.2 Use of NTSA Trademarks.   “National Trafficking Sheltered Alliance,” “NTSA,” and all NTSA logos (collectively, “NTSA Trademarks”) are owned solely and exclusively by NTSA.  Organization may use the NTSA Trademarks only while this Agreement is in effect and solely (i) in connection with its use of the Intellectual Property, (ii) to identify that Organization is a General Member or Associate Member of NTSA, or (iii) to promote, share or otherwise increase awareness of NTSA’s referral system as a resource for survivors to locate information about housing alternatives.

  • CONDUCT OF THE ORGANIZATION’S PROGRAMS AND ACTIVITIES

5.1 Organization’s Programs and Activities. Organization agrees that it is solely responsible for its programs and activities.  The Organization is therefore solely responsible for selecting the employees and volunteers who conduct its programs and activities and for the operation and maintenance of all facilities used by Organization.  Organization is solely responsible for the health and safety of all participants in its programs and activities. 5.2 Compliance with Applicable Law. Organization agrees that, while carrying out its programs and activities and while using the Intellectual Property and/or the NTSA Trademarks, Organization shall comply with all applicable local, state and federal laws.

  • NTSA MEMBERSHIP

6.1 Membership and Dues. Organization’s membership rights and responsibilities as defined herein shall commence on the Effective Date and upon receipt by NTSA of Organization’s membership fees.  Membership fees shall be according to the current fee schedule for each membership class as determined and published by NTSA.  NTSA may change the fee schedule at any time in its sole discretion.  If Organization is delinquent in the payment of membership fees, membership rights, shall be deemed revoked upon written notice from NTSA and shall remain revoked until all delinquent membership fees are paid.  If a new member decides to cancel its membership, NTS will make a full refund, less transaction fees, for up to 30 days after the new member submitted its initial registration.  NTSA will not give refunds for transactions that occurred more than thirty (30) days prior to a refund request. 6.2 Term of Membership. Organization’s membership in NTSA may, at Organization’s discretion, continue for as long as NTSA remains active, unless terminated pursuant to sections 6.3 or 6.4 below. 6.3 Non-Voluntary Termination of Membership. In the event of a material default or breach of this Agreement by Organization, if Organization does not cure such default or breach within thirty (30) days after its receipt of written notice thereof from NTSA, such Organization’s membership in NTSA may be terminated at any time. 6.4 Voluntary Termination of Membership. Organization may terminate its membership in NTSA at any time by providing written notice thereof to NTSA.  Similarly, NTSA may terminate this Agreement at any time in its sole discretion.  Such termination is effective on the date such notice of termination is transmitted by the party initiating such termination. 6.5 Refusal of Membership. NTSA reserves the right to refuse a new membership in NTSA at any time in its sole discretion. 6.6 Obligations on Termination. After Organization’s membership in NTSA or this Agreement has terminated, Organization shall have no further obligations under this Agreement; provided that (i) any obligation to pay unpaid dues shall survive and; (ii) all rights and licenses granted to Organization under this Agreement shall terminate.

  • GENERAL

7.1 Assignment. Neither this Agreement nor any rights or obligations under this Agreement, in whole or in part, are assignable or otherwise transferable by Organization without the prior written approval of NTSA, provided however, that this Agreement may be assigned by Organization to a purchaser of all, or substantially all, of Organization’s business or assets, whether by merger, sale of assets, sale of stock, or otherwise without such approval. 7.2 No Other Rights. No license, rights or title in or to any software or any intellectual property are provided hereunder, either expressly or by implication, estoppel or otherwise, except as expressly provided in this Agreement. 7.3 No Agency. The parties hereto are independent parties, and nothing herein shall be construed to create an agency, joint venture, partnership or other form of business association between the parties hereto. 7.4 Notices. Any notices under this Agreement shall be sent by (i) registered mail, (ii) tracked overnight carrier, or (iii) email transmission where the recipient specifically replies to acknowledge receipt. 7.5 Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of [Maryland], excluding its choice of laws rules. 7.6 Complete Agreement. This Agreement and its Attachments constitute the complete and exclusive statement of the agreement between the parties, and supersedes all previous agreements, proposals, oral or written, and all other communications or understandings between the parties relating to the subject matter of this Agreement.  Notwithstanding the preceding sentence, the parties acknowledge and understand that from time to time NTSA may amend the Essential Standards set forth in Exhibit A and this Agreement shall be subject to such amended Essential Standards as  they appear on the website of NTSA.  https://www.shelteredalliance.org/ 7.7 Indemnification. Organization shall indemnify, defend and hold harmless NTSA and its successors and assigns, directors, officers, employees, volunteers, and other personnel and agents for all claims, damages and liability arising out of Organization’s programs and activities or otherwise out of its use of the Intellectual Property or the NTSA Name and Logos, including but not limited to claims brought by or against Organization, its members, employees, volunteers, and participants in its programs and activities, whether or not members of Organization.  This provision survives the termination of this Agreement. 7.8 No Warranty. All parties acknowledge that all information provided under this Agreement, including the Intellectual Property, are provided “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND THE PARTIES EXPRESSLY DISCLAIM ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SECURITY, SATISFACTORY QUALITY, NONINFRINGEMENT INCLUDING NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, FITNESS FOR ANY PARTICULAR PURPOSE, ERROR-FREE OPERATION, OR ANY WARRANTY OR CONDITION OTHERWISE ARISING OUT OF ANY PROPOSAL, CONTRIBUTION, SPECIFICATION, OR SAMPLE. 7.9 Limitation of Liability. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES, WHETHER UNDER CONTRACT, TORT, WARRANTY, CONDITION OR OTHERWISE, ARISING IN ANY WAY IN RELATION TO THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. 7.11 Authority to Sign. The person signing on behalf of Organization hereby represents and warrants that he/she has the appropriate authorization to bind the Organization in this Agreement.
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Final Step

Please note you will receive an email with a secondary form to complete. Once completed, your Membership is established in full. Questions? Please reach out to membership@atlasfree.org.
				
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