Sustainable Mail Group Membership Agreement
This document serves as an invitation to join as a Member of the Sustainable Mail Group (SMG) an independent initiative of the National Association of Major Mail Users, Inc…
The SMG is a platform for multi-stakeholder collaboration and industry-led innovation that unites leaders in Canada’s direct mail value chain behind a common vision and ambitious goals to transform the mail industry to build a better, cleaner future. The SMG will be led by an Executive Director who will work together with the SMG Membership, the SMG board, and technical advisors to collectively create programming, standards and policies to further the goals of the SMG. Further information regarding the SMG may be found at www.sustainablemailgroup.ca.
This Sustainable Mail Group Membership Agreement between SMG Members and SMG outlines the scope and associated benefits of this initiative and the responsibilities of each party.
The SMG’s mission is “To be stewards of the environment, working within the direct mail industry to offer continuous thought leadership and sustainable solutions that meet consumer demand for responsible mail.” The mission is supported by 4 pillars.
- We assist participants in our industry to make informed, responsible choices about the materials used throughout the mail supply chain.
- We promote designing for the environment, and advocate for the elimination of waste and pollution through the mail life cycle.
- We educate our members on measurement tools and best practices for calculating and reducing the industry’s carbon footprint and other climate change impacts
- We provide educational resources and facilitate the exchange of ideas among our members, the industry, and the general public about the attributes of a sustainable mail value chain.
SMG Members commit themselves to supporting the SMG Mission and will work collaboratively to help support that mission.
The SMG will support the realization of the mission by:
- Learning from, informing, and engaging with businesses, policymakers, NGOs, cities, academics and others to set the enabling conditions to fulfill upon SMG’s mission.
- Uniting business, government and non-profit stakeholders behind the SMG mission;
- Measuring and reporting membership achievement with accurate and timely data;
- Providing case studies, design guides and educational and consulting resources to the membership to fulfill on SMG’s mission.
SMG Member Benefits and Responsibilities
Being an SMG Member includes the following benefits:
- Free Access for up to 4 employees to Paid Online Events & Seminars (excluding in-person events);
- Discounted rate to in person events;
- Publicly profiled as a leader in the fulfillment of the SMG Mission towards collective environmental action in the Direct Mail Industry in Canada;
- Opportunity to collaborate with other SMG members and stakeholders and to belong to a national collective commitment that brings together the entire direct mail value chain towards better environmental performance;
- Be included in the communication material and awareness/education materials (e.g., best practice guidance documents) of the SMG and the ability to communicate relevant organizational case studies and projects.
Participate in working groups/workstreams to tackle key barriers to fulfilling the SMG mission; and
- Priority access to expert advice on direct and transactional mail strategy, research, and innovation as well as the SMG network and partnerships.
As a SMG Member you commit to:
- Publicly committing to work towards SMG’s mission and the common SMG vision;
- Contributing knowledge, insights and resources to cross-value chain research and analysis;
- Working with SMG to obtain accurate data to reflect collective SMG achievements;
- Supporting a constructive public relations approach, sharing approved news and information in accordance with the Brand Guidelines for the SMG developed from time-to-time;
- Participating in regular SMG meetings, either in-person or virtually;
Submitting data annually to SMG to provide collective insight towards the fulfillment of the SMG’s mission.
Membership fees for 2022-2023 are $525.
The current term of membership will commence on the date of acknowledgement of this Agreement and continue until December 31st, 2023. Membership fees are non-refundable.
Unless membership has been terminated, membership will automatically renew at the end of the current term and a renewal fee invoice will be sent to the Member. During the renewal period, membership will end upon failure to pay the renewal fee by the deadline posted on the invoice.
- All Confidential Information (as defined below) disclosed by a Member to SMG for SMG activities will be kept confidential and not disclosed to third parties, other than those employed by or under contract with SMG. SMG agrees to only use the Member’s Confidential Information for the purpose of providing Member with benefits under this Agreement. However, the Member acknowledges and agrees that SMG’s obligations under this Agreement may require SMG to access, process, transmit and/or store the Member’s Confidential Information. Other than as set out in this paragraph, SMG may not disclose Member’s Confidential information to others, without the Member’s prior written consent.
- The Member agrees not to disclose Confidential Information provided by SMG to third parties without the express written permission SMG, except as compelled pursuant to an order or requirement of a court, administrative agency or government body or as otherwise required by law and then only with prior written notice to SMG, provided as soon as possible by the Member or within 5 days of receipt of the order or requirement, whichever is earlier.
- “Confidential Information” means any and all data or information that is provided by a disclosing party to a receiving party and not known to the public, whether in tangible or intangible form, in any medium whatsoever, provided that it is provided to the receiving party for purposes of this Agreement. Confidential Information may include, but is not limited to, personal data and/or internal information of the disclosing party and its activities and/or business, management, customers, projects and financing. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Confidential Information shall not include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure; (ii) becomes publicly known and made generally available by the disclosing party through no action or inaction of the receiving party; (iii) is already known to or in the possession of the receiving party on a non-confidential basis at the time of disclosure by the disclosing party; (iv) is obtained from a third party lawfully in possession of such information and without a breach of such third party’s confidentiality obligations; or (v) is independently developed by the receiving party without use or reference to the disclosing party’s Confidential Information.
Communications, Branding and Intellectual Property
SMG retains the exclusive right to all proprietary information and intellectual property including, but not limited to, copyright, trademarks, inventions and know-how, whether patentable or not, and to all methodologies and materials developed by or for SMG, which shall not be granted for use by any Member without SMG’s prior written consent or as expressly set out in this Agreement.
- Grants to SMG a non-exclusive license for the use of its name and logo on the SMG website and in SMG communications, publications and reports, in accordance with the Member’s branding guidelines, if any.
- May use the SMG name and logo, with prior written consent from SMG, in its communications, in accordance with Branding Guidelines issued by SMG.
- Agrees that SMG may publish reports, case studies and joint results reflecting the Member’s participation in the SMG.
- Agrees to connect a communications point person from within its company or organization to the SMG communications team.
Term and Termination
Each Member hereby commits to one year’s participation in the SMG, which will commence on the date this Agreement has been fully executed by the parties and will automatically terminate on December 31st, 2023, unless otherwise extended by mutual agreement between SMG and the Member. Either party may terminate this Agreement by providing sixty days’ prior written notice to the other party.
Entire Agreement: This Agreement, together with any other documents expressly incorporated by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the subject matter. No change, alteration, modification or addition to this Agreement shall be effective unless in writing and properly executed by the parties hereto.
Warranties and Representations: Each party warrants to each other that 1) they have the power and authority to enter into this Agreement; 2) the carrying out of this Agreement will not interfere with any other agreements entered into by the parties; and 3) neither party will enter into other agreements which would interfere with the carrying out of this Agreement.
Disclaimer: SMG will endeavor to provide the benefits and services set out in this Agreement to the best of its ability. However, each Member agrees and acknowledges that the benefits and services provided by SMG are on an “as is” basis. Except as expressly set forth herein, SMG makes no representations or warranties of any kind, express or implied, with respect to the benefits or services to be provided by it, as applicable, or otherwise with respect to this Agreement.
Release of Liability: Both the SMG and the Member hereby mutually and expressly waive and release each other from any and all claims which it may have in the future against the other, its affiliates, and their respective directors, officers, employees, agents, representatives, shareholders, successors and assigns (collectively, Releasees) arising out of or attributable to their participation in the SMG or any related activities, due to any cause whatsoever, including without limitation the negligence of either party or any Releasee, breach of contract, or breach of any statutory or other duty of care. Both parties covenant not to make or bring any such claim against each other or any other Releasee and forever releases each other and all other Releasees from liability under such claims directly related to membership in the SMG.
Assignment: This Agreement shall be between the Member and SMG. The Member’s rights, benefits and responsibilities under this agreement may not be assigned or otherwise transferred without the prior consent of SMG.
Counterparts: The parties acknowledge and agree that this Agreement may be executed by electronic signature. Without limitation, “electronic signature” may include electronically typed or written signatures, or faxed versions or electronically scanned versions (e.g., via pdf) of an original signature.
Governing Law: This Agreement will be governed by the laws of Ontario, Canada. All disputes hereunder shall be resolved in the applicable provincial or federal courts of Ontario. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.