Membership Terms

1. Purpose and Governing Documents

OATPA promotes access to safe, ethical, effective, and high-quality substance-use-disorder and behavioral-health treatment through education, advocacy, lawful collaboration, and related activities. This Agreement, OATPA's Articles of Incorporation, Code of Regulations or Bylaws, and Board-adopted policies govern Member's participation. If they conflict, the Articles control, followed by the Code of Regulations or Bylaws, this Agreement, and then Board policies.

2. Eligibility and Acceptance

2.1 Eligibility Requirements

To be eligible for membership, Member represents and warrants, as of the Effective Date and throughout the term, that:

(a) Licensure, Certification, and Accreditation. Member holds and maintains all licenses, certifications, approvals, and accreditations required by applicable law or for the services Member provides, including current certification from the Ohio Department of Behavioral Health for each applicable certifiable service or support and current national accreditation whenever required by applicable law, certification standards, or a governmental or payer program applicable to Member.

(b) Unrestricted Certification and Accreditation. Member is not operating under probationary certification issued by the Ohio Department of Behavioral Health or under a probationary, conditional, provisional, suspended, downgraded, or substantially equivalent restricted status imposed by a required accrediting organization.

(c) Medicaid Standing. If Member participates in Medicaid, Member maintains an active Ohio Medicaid provider agreement and is not subject to a current suspension or termination of that agreement or a current exclusion, suspension, or debarment from Medicare, Medicaid, or any other federal or state health-care program.

(d) Integrity Findings. During the three (3) years preceding the Effective Date, Member has not been the subject of a Final Governmental Finding that Member engaged in: (i) fraud or intentional submission of false or materially misleading claims; (ii) patient abuse or neglect; (iii) unlawful kickbacks, patient brokering, fee-splitting, or other unlawful remuneration for patient referrals; (iv) intentional falsification, fabrication, concealment, or material alteration of clinical records; or (v) other intentional or systemic misconduct materially affecting patient safety, quality of care, billing integrity, or the integrity of a federal or state health-care program.

Final Governmental Finding. For purposes of this Section, “Final Governmental Finding” means a final judgment, order, adjudication, or administrative determination issued by a federal, state, or local court, agency, licensing authority, or law-enforcement authority after any available administrative appeal has been exhausted or the time for such an appeal has expired. An indictment, allegation, investigation, audit, complaint, settlement without an admission of wrongdoing, or pending proceeding does not, by itself, constitute a Final Governmental Finding.

2.2 Disclosure and Continuing Eligibility

Member will provide information reasonably requested by OATPA to confirm eligibility and will notify OATPA in writing within ten (10) business days after learning of any suspension, restriction, loss, expiration, or other material adverse change affecting a requirement in Section 2.1, or of any Final Governmental Finding described in Section 2.1(d).

2.3 Acceptance

This Agreement becomes binding and membership begins only after OATPA accepts the Agreement. No initial payment is required before the Billing Commencement Date. OATPA may decline an application or determine that a Member is no longer eligible in its reasonable discretion, consistent with applicable law, its governing documents, and the eligibility requirements above.

3. Nonvoting Membership

Membership is nonvoting and does not confer any right to elect or remove directors or officers, amend governing documents, approve transactions, dissolve OATPA, participate in governance, or inspect records except as provided by law or written contract. All governance authority remains with OATPA's Board of Directors. Member has no ownership or distributive interest in OATPA's assets.

4. Tier and Benefits

Member selects a membership tier through its application and checkout record. The benefits currently associated with each tier are described in Exhibit B. Benefits are organizational resources and opportunities; they are not promises of a particular legislative, regulatory, reimbursement, grant, legal, business, or political result. OATPA determines its positions, priorities, communications, vendors, and allocation of resources in its discretion and may decline a Member request that conflicts with law, OATPA's purposes, Board-approved priorities, available resources, or the interests of the broader treatment community.

4.1 Benefit Changes

OATPA may reasonably refine benefits as its programs develop. OATPA will provide at least thirty (30) days' written notice before a material reduction in the core benefits of Member's selected tier. If a material reduction occurs during the then-current term, Member may terminate by written notice delivered within thirty (30) days after OATPA's notice; termination will be effective on the change date, and any prepaid dues allocable to the period after that date will be refunded.

4.2 Third-Party Services

Access to attorneys, grant professionals, consultants, vendors, or other third parties may involve separate eligibility requirements, engagement letters, fees, conflicts checks, and terms. Unless OATPA expressly agrees otherwise in writing, third-party fees are not included in dues. OATPA does not guarantee third-party availability or performance and is not a party to a Member's separate engagement with a third party.

4.3 Founding-Member Billing Activation

For purposes of this Agreement, the “Committed Revenue Goal” means the amount stated in Member's written enrollment record of aggregate monthly dues commitments under membership agreements that OATPA has accepted and that are not subject to a pending notice of termination. Member's duty to pay dues is expressly conditioned upon OATPA first reaching the Committed Revenue Goal. The “Billing Commencement Date” means: (a) the Effective Date, if OATPA reached the Committed Revenue Goal before the Effective Date; or (b) otherwise, the date specified in a written activation notice that OATPA delivers to Member after reaching the Committed Revenue Goal, which date may not be earlier than ten (10) business days after delivery of the notice. No dues accrue, become due, or may be charged before the Billing Commencement Date. Before that date, this Agreement remains in effect unless terminated in accordance with Section 7.

5. Dues and Payment

Member will pay the dues for its selected tier stated in its application and checkout record. Beginning on the Billing Commencement Date, monthly dues are billed in advance and then on the same calendar day of each following month, or on another schedule stated in Member's written enrollment record. Member authorizes charges through its selected payment method beginning on the Billing Commencement Date and will keep billing information current. Dues do not include separately priced events, professional services, sponsorships, or other optional offerings unless expressly stated.

5.1 Late Payment

An amount not paid within ten (10) days after its due date may accrue a late charge equal to the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate. OATPA may suspend benefits while an amount remains overdue. If an amount remains unpaid for thirty (30) days, OATPA may terminate membership after written notice. Member remains responsible for amounts accrued through the effective termination date and reasonable collection costs to the extent permitted by law.

5.2 Taxes and Deductibility

OATPA is an organization described in Section 501(c)(4) of the Internal Revenue Code. Dues and other payments under this Agreement are not deductible as charitable contributions for federal income-tax purposes. Depending on Member's particular tax circumstances, membership dues may qualify as ordinary and necessary business expenses, except that no deduction is available for any portion that is nondeductible under Section 162(e) of the Internal Revenue Code, including any portion properly allocable to covered lobbying or political expenditures. OATPA will comply with any applicable notice, reporting, or proxy-tax requirements under Section 6033(e) of the Internal Revenue Code. OATPA does not provide tax advice or guarantee the deductibility of any payment. Member will consult its own tax adviser concerning the treatment of payments under this Agreement.

6. Term and Renewal

The initial term is six (6) months beginning on the Billing Commencement Date. Unless either Party provides written notice of nonrenewal at least thirty (30) days before the end of the then-current term, this Agreement automatically renews for successive six-month terms. OATPA may change dues for a renewal term by giving at least sixty (60) days' written notice before renewal. If OATPA gives no timely notice, the existing dues continue for that renewal term unless the Parties agree otherwise in writing.

7. Early Termination by Member; Six-Month Minimum Commitment

Member may terminate this Agreement before the Billing Commencement Date by providing OATPA at least sixty (60) days' prior written notice. OATPA will not count an agreement subject to a pending termination notice toward the Committed Revenue Goal. If Member has not provided a pending termination notice as of the Billing Commencement Date, Member commits to six (6) consecutive monthly billing periods and is responsible for at least six (6) monthly dues payments. Member may provide notice of termination at any time, but the termination will not become effective until the later of: (a) expiration of the sixty-day notice period; or (b) completion of the sixth consecutive monthly billing period. If Member provides notice before the Billing Commencement Date and billing begins during the notice period, the six-month minimum commitment will not apply, but Member remains responsible for dues accruing from the Billing Commencement Date through the effective termination date. Membership benefits continue through the effective termination date. Dues and other amounts previously paid are nonrefundable except as expressly provided in this Agreement. Upon written request, the Board may waive or shorten the notice period or minimum commitment because of facility closure, loss of required licensure or certification, insolvency, or other substantial hardship.

8. Suspension or Termination by OATPA

OATPA may suspend or terminate membership for nonpayment; loss of eligibility; violation of law, this Agreement, governing documents, or OATPA policy; fraud, dishonesty, professional misconduct, or unethical conduct; material harm to OATPA, its reputation, its purposes, treatment-provider interests, patients, or the public; or other good cause. Except when immediate action is reasonably necessary to protect OATPA or the public, OATPA will provide written notice of the grounds and a reasonable opportunity to respond. The Board's decision is final. No refund is required unless the Board determines otherwise or this Agreement expressly provides otherwise.

9. Member Conduct and Cooperation

Member will comply with applicable law and professional standards; provide accurate information reasonably requested to administer membership or advocacy; designate authorized contacts; protect confidential or restricted OATPA materials; and avoid representing that it controls or speaks for OATPA. Member will not use OATPA activities to advance unlawful discrimination, patient harm, deceptive practices, or conduct inconsistent with OATPA's purposes.

10. Antitrust Compliance

Member will comply with federal and state antitrust laws in all OATPA activities. Member will not use OATPA meetings, communications, data exchanges, or relationships to discuss, coordinate, or agree upon prices, reimbursement rates, wages, employee benefits, market or customer allocation, refusals to deal, output, competitively sensitive future business plans, or any other unlawful restraint of trade. Member will follow OATPA's antitrust policies and promptly raise a concern if a discussion approaches a prohibited subject.

11. Advocacy and Political Activity

Member understands that OATPA may lobby and engage in other lawful advocacy and may take positions that do not reflect every Member's views. Membership does not authorize Member to direct OATPA's advocacy or political activity. OATPA will not attribute a position or public statement specifically to Member without authorization, except that OATPA may identify Member as a member as permitted by Section 13.

11.1 Political Activity and Separate Political Funds

Membership dues are paid to OATPA's general treasury and are not designated or earmarked by Member as contributions to any political action committee, separate segregated fund, or other political organization. Subject to Board approval and applicable law, OATPA may engage in lawful political activity; establish, administer, support, or affiliate with one or more political action committees, separate segregated funds, or other political organizations; and use general treasury funds for related expenditures or payments to the extent permitted by law. Any contribution separately solicited for a political action committee, separate segregated fund, or other political organization will be voluntary, separately documented, and accepted only from legally permissible contributors. Making or declining to make such a contribution will not affect membership eligibility, dues, or benefits. Nothing in this Agreement requires OATPA to establish or support, or make any expenditure or payment to, a political action committee, separate segregated fund, or other political organization, and Member has no right to direct OATPA's political activities or expenditures.

12. No Professional Advice or Agency

OATPA's information, educational materials, advocacy assistance, and referrals are not legal, tax, accounting, clinical, reimbursement, or other professional advice to Member. No attorney-client, fiduciary, partnership, joint-venture, employment, or agency relationship is created by membership. Neither Party may bind the other except through a separate written authorization.

13. Names, Logos, and Public Identification

During active membership, OATPA grants Member a limited, revocable, nonexclusive, nontransferable license to use an OATPA-approved membership designation solely to identify itself as a current member and in accordance with OATPA's brand guidelines. Member grants OATPA a limited, nonexclusive license to use Member's name and logo in member directories, membership materials, event materials, and factual public identification of OATPA's membership. Either Party will stop using the other's marks promptly after membership ends or upon written request. Membership is not an accreditation, certification, guarantee, or endorsement of Member's services.

14. Confidentiality

Each Party will use reasonable care to protect nonpublic information clearly identified as confidential or that reasonably should be understood as confidential and will use it only for purposes of this Agreement. This obligation does not apply to information that is public through no breach, already lawfully known, independently developed, rightfully received without restriction, or required to be disclosed by law. OATPA may use and disclose aggregated or de-identified information that does not reasonably identify Member or its patients. Member will not provide protected health information or patient-identifying information to OATPA unless the Parties first execute any legally required agreement and establish an approved process.

15. Disclaimer and Limitation of Liability

OATPA will use reasonable efforts to provide the benefits associated with Member's tier, but benefits are provided on an “as available” basis. To the fullest extent permitted by law, neither Party will be liable to the other for consequential, incidental, special, exemplary, or punitive damages arising from this Agreement. Except for unpaid dues, misuse of intellectual property, breach of confidentiality, indemnification obligations, fraud, gross negligence, or willful misconduct, each Party's aggregate liability arising from this Agreement will not exceed the dues paid or payable by Member during the twelve (12) months preceding the event giving rise to the claim.

16. Indemnification

Member will defend, indemnify, and hold harmless OATPA and its directors, officers, employees, and agents from third-party claims, damages, penalties, and reasonable expenses arising from Member's services or operations; Member's violation of law or professional standards; materials or information supplied by Member; Member's misuse of OATPA's name or resources; or Member's material breach of this Agreement, except to the extent caused by the indemnitee's gross negligence or willful misconduct. OATPA will provide prompt notice and reasonable cooperation, and Member may control the defense with counsel reasonably acceptable to OATPA; no settlement may admit fault by or impose a nonmonetary obligation on an indemnitee without written consent.

17. Notices

Notices under this Agreement must be in writing and delivered by personal delivery, nationally recognized overnight service, certified U.S. mail (return receipt requested), or email with confirmation of receipt, to the contacts in Member's enrollment record or to an updated address given by notice. A notice is effective upon personal delivery, one business day after deposit with an overnight service, three business days after mailing, or upon confirmed email receipt. Routine invoices and program communications may be sent by ordinary email.

OATPA notice address: 30 Fair Oaks Ln., Pickerington, Ohio 43147
OATPA notice email: info@oatpa.org

18. General Terms

This Agreement is governed by Ohio law, without regard to conflict-of-law rules. Any action arising from this Agreement must be brought in a state court of competent jurisdiction located in Fairfield County, Ohio, or, if federal jurisdiction exists, in the United States District Court for the Southern District of Ohio, and each Party consents to personal jurisdiction and venue in those courts. Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all relevant assets that assumes the assigning Party's obligations; Member's membership remains subject to OATPA's eligibility approval. A waiver must be in writing and applies only to the stated instance. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Neither Party is liable for delay caused by events beyond its reasonable control, except payment obligations. Sections that by their nature should survive will survive termination, including payment, confidentiality, intellectual property, disclaimer, limitation of liability, indemnification, and dispute terms.

19. Entire Agreement; Amendments; Counterparts

This Agreement and its exhibits constitute the entire agreement regarding membership and supersede prior membership proposals or understandings. An amendment must be in writing signed by both Parties, except for changes expressly permitted under Sections 4.1 and 6. Electronic signatures and counterparts are effective and together constitute one instrument.