Terms & Conditions

Terms and Conditions of Use Agreement

This website is owned and operated by GMi Companies, Inc. (“GMi” or “we”), and GMi’s brands Ghent, Waddell, VividBoard. We would like to thank you for visiting. Read this Terms and Conditions of Use Agreement (“Agreement”) before using any of the GMi websites, including www.gmicompanies.com, www.ghent.com, www.waddellfurniture.com, and www.vividboard.com (collectively, the “Site”). Your access to and use of the Site is provided subject to this Agreement. By using any part of the Site, you agree to these terms and conditions. Effective Date: This Agreement was last updated on, and is effective as of January 2021.

Jurisdiction

GMi makes no representation that the Site, including its information, services and content, are appropriate or available for use outside the United States except as provided in GMi’s Privacy Policy. Those who choose to access the Site from locations other than the United States do so on their own initiative and are responsible for compliance with local laws if and to the extent local U.S. laws are applicable.

Your Responsibilities; Accounts Responsibilities

You acknowledge that you are responsible for whatever material you submit to the Site, including its legality, reliability, appropriateness, originality, or copyright. If GMi makes a discussion group or bulletin board available on the Site, you warrant that your use of such features is for lawful purposes only, as outlined below. By placing or downloading material on the Site, including intellectual property, documents, text, images, audio files or other audio-visual content to the Site (“User Content”), you represent and warrant: (a) You own or otherwise have all necessary rights to the User Content you provide and the rights to provide it under this Agreement; and (b) the User Content will not cause injury to any person or entity. Without limitation, you may not submit to or transmit through this Site any material, or otherwise engage in any conduct that: (a) violates or infringes the rights of GMi or others including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy, proprietary and/or intellectual property rights; (b) is inaccurate, unlawful, discriminatory, threatening, abusive, harmful, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, pornographic, obscene, offensive, or otherwise objectionable to GMi or other users of the Site; (c) victimizes, harasses, degrades, intimidates, discriminates against, or retaliates against an individual or group of individuals on the basis of religion, sex, race, national origin, age, physical or mental disability, sexual orientation, or other characteristics protected by applicable state or federal law; (d) collects, stores, and/or discloses personal data about other others unless specifically authorized by such others; (e) impersonates any person, business or entity, including GMi and its employees and agents; (f) misrepresents your affiliation with a person or entity; (g) contains viruses or any other computer code, files or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network; (h) attempts to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining, or any other means; (i) transmits spam, bulk, or unsolicited communications or posts third-party advertisements; (j) that would violate any fiduciary relationship, any applicable local, state, national, or international law, or any regulations or other government requirements or rules having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm, or that otherwise could constitute a criminal offense or give rise to civil liability; (k) violates this Agreement, guidelines, or any policy GMi posts on the Site; or (l) disrupts the normal flow of dialogue or negatively affects or interferes with other users’ ability to use the Site. You acknowledge that GMi has the right (but not the obligation), in GMi’s sole discretion, to view, move, remove, block, edit, or refuse any Content, including User Content, for any reason, including, without limitation, that such User Content violates this Agreement or is otherwise objectionable.

Registered Accounts

You will need a password and registered account to request quotes and place orders through the Site. You further agree to: Keep your password confidential; Restrict access to your computer; Immediately notify GMi upon noticing that the privacy of your account or your password may be compromised; and Accept liability for any and all activity that may be executed through your account or using your password. If you have reason to believe that there is any unauthorized use of your username or any other breach of security related to the Site, you shall immediately notify GMi by contacting us via telephone at 1-800-543-0550 or via customerservice@gmicompanies.com.

III. Rights in your Content; Unsolicited Communications

For content that is covered by intellectual property rights, like photos, videos, and audio (“IP content”), you specifically grant GMi a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or transmit to GMi through the Site or by e-mail (“IP License”), subject to any other written agreements signed by GMi. Any communications you send to GMi or the Site by e-mail or any other means are not confidential and GMi is under no obligation to refrain from reproducing, publishing (except for Personal Information, as defined in GMi’s Privacy Policy), or otherwise using them in any way or for any purpose. Section II herein applies to all such communications.

Copyright and Trademark Information

All content posted to the Site by or at the direction of GMi, including names, images, logos and pictures identifying services of GMi or any of its site designs, text, graphics, interfaces, and the selection and arrangements thereof, is licensed by or is the property of GMi and/or its affiliates and is protected by intellectual property rights. You agree that you will not use any robot, spider, or other automatic device, or manual process to monitor or copy any part or all of the Site or the content contained therein without prior written permission of an authorized officer of GMi. GMi and its logos and other trademarks are its proprietary marks and may not be used in connection with any product or service that is not provided by GMi, in any manner that is likely to cause confusion, or in any manner that disparages or discredits us. Nothing contained herein shall be construed as conferring any license or right under any GMi patent, copyright, or trademark. All other trademarks displayed on the Site are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those third parties. In addition, such use of trademarks or links to the websites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with GMi or the Site.

DISCLAIMER OF WARRANTIES

GMi IS NOT LIABLE FOR ANY DAMAGES YOU SUFFER FROM USE OF THE SITE. THE MATERIALS ARE PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, GMi AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND CONTRACTORS DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. GMi MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO, AND SPECIFICALLY DISCLAIMS LIABILITY FOR, THE AVAILABILITY, USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, RELIABILITY OR COMPLETENESS OF THE SITE OR ITS CONTENT. GMi MAKES NO WARRANTY OR REPRESENTATION THAT: (a) ACCESS TO THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE QUALITY OF ANY SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE SITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT; OR (c) ANY ERRORS IN THE SITE WILL BE CORRECTED. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM USING, ACCESSING, OR OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM COMPUTER VIRUSES. GMi HAS NO LIABILITY OF ANY KIND FOR ANY LOSS OF DATA OR INFORMATION. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OF OR THE ENTIRE EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT WILL GMi, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, OR CONTRACTORS BE LIABLE FOR ANY DAMAGES RESULTING FROM USE OF THE SITE, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE), EVEN IF GMi HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION, DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE OR ACCESS THE SITE, SERVICES, OR CONTENT; (b) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES RESULTING FROM ANY DATA, INFORMATION, OR SERVICES OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE SITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, INCLUDING WITHOUT LIMITATION, UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY, RELY ON, OR DISTRIBUTE; OR (e) THE LOSS OF ANY DATA, INFORMATION, OR CONTENT SUBMITTED OR POSTED TO THE SITE. IN NO EVENT WILL GMi’S LIABILITY OR THE LIABILITY OF ITS LICENSORS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, AND CONTRACTORS IN CONNECTION YOUR USE OF THIS SITE, UNDER ANY THEORY OF RECOVERY, EXCEED $1,000.

THIS AGREEMENT DEFINES YOUR SOLE AND EXCLUSIVE REMEDY.

TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

VII. Indemnification

You agree to defend, indemnify, and hold GMi, its parents, predecessors, subsidiaries, assigns, agents, attorneys, trustees, trusts, trust beneficiaries, directors, partners, joint venturers, stockholders, affiliates, officers, and employees, harmless from each and any claim or demand, including but not limited to reasonable attorneys’ fees and costs, made by any third party due to or arising out of your use of the Site, your violation of this Agreement, or your (or other user of the Site using your computer or internet access) infringement of any intellectual property or any other right of any person or entity.

VIII. Termination

Your right to use the Site automatically terminates if you violate this Agreement or any rules or guidelines posted in connection with the Site. GMi also reserves the right, in its sole discretion, to terminate your access to all or part of any of the Site, for any reason, with or without notice.

Privacy Policy

Our Privacy Policy explains the practices that apply to your information. The Privacy Policy is fully incorporated herein by reference. Your ongoing use of this Site signifies your consent to the information practices disclosed in our Privacy Policy.

Third-Party Sites

Our Site may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that GMi is not responsible for the availability of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and GMi is not responsible for your use of said third-party sites. GMi encourages you to review the privacy policies of third parties’ sites.

Governing Jurisdiction of the Courts in the State of Ohio

This Agreement is governed by and will be construed according to Ohio law, excluding any principles of conflicts of law. In the event of any dispute or controversy arising from this Site, you consent to the jurisdiction of the courts of Hamilton County, Ohio, and of the federal district court of the Southern District of Ohio. You further agree that venue for litigation arising from this Site will be exclusively in the Southern District of Ohio or its counterpart state court.

XII. Entire Agreement

This Agreement represents the entire agreement between you and us. No distributor, agent, or other person is authorized to modify this Agreement or to make any warranty or representation which is different than, or in addition to, the warranties and representations of this Agreement regarding the Site.

XIII. Botnets

GMi retains the right, at its sole discretion, to terminate Site access involved with botnets and related activities. If any hostnames are used as command and control points for botnets, GMi reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at GMi’s discretion.

XIV. Other Terms

If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Agreement and any other agreements referenced herein may be assigned by us, in GMi’s sole discretion, to a third party. You agree that by accepting this Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices as described in our Privacy Policy. You acknowledge and agree that GMi may preserve and disclose the contents of your online communications if required to do so by law, or in good faith belief that preservation and/or disclosure is reasonably necessary for the following purposes: (a) to comply with legal process, such as a court order, search warrant, or subpoena; (b) to enforce the terms of this Agreement; (c) to render service you request; (d) to protect GMi’s rights or property; or (e) in circumstances that GMi deems, in its sole discretion, to pose a threat to the safety of you or others. The Site may include technical inaccuracies or typographical errors. GMi products may be mistakenly listed at inaccurate prices, they may be mistakenly listed as available when, in fact, they are unavailable, or they may be mistakenly described. GMi reserves the right to refuse or cancel any such quotes or orders. GMi may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to GMi.

Modifications and Interruption to Service

GMi reserves the right, at any time, to modify, alter, or update this Agreement without prior notice. Modifications shall become effective immediately upon being posted on the Site. Your continued use of the Site or purchases made after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as expressly stated herein, this Agreement may not be amended. GMi reserves the right to modify or discontinue the Site with or without notice. GMi shall not be liable to you or any third party should GMi exercise its right to modify or discontinue the Site. You acknowledge and accept that GMi does not guarantee continuous, uninterrupted, or secure access to the Site and operation of the Site may be interfered with or adversely affected by numerous factors or circumstances outside of GMi’s control.

SPIFF Information

Payment Process

Our 5% SPIFF is based on total sales amount, less freight, returns, rebates, allowances, credits and any other special handling charges. PO’s with special pricing less than dealers standard discount do not apply. Checks will be issued monthly based on paid invoices during that month. Payment will be issued by the 20th of the following month. Checks will be issued to the individual salesperson registered. That individual is responsible for all applicable federal or state income taxes. A W-9 form must be completed before payment is made. Salespersons who accumulate $600 or more in SPIFF monies will receive a 1099 at year end. GMi Companies (Ghent, Waddell and VividBoard) will make payments retroactive to the first of the month of initial registration.

SPIFF Terms & Conditions

To qualify for GMi’s SPIFF Program, dealership must be current to receive timely SPIFF payments. Participants in the SPIFF program must be an authorized dealer sales representative for Ghent, Waddell and VividBoard products and must be 18 years or older. SPIFF will be paid on net sales of GMi products and sales representatives must be registered with the program before the purchase order is received. Any dispute or discrepancy will be handled on a one-off basis between GMi Companies and dealership. Spiff offer cannot run in tandem with other contractual agreements such as Buying Groups, Co-op’s etc.

APPLIES TO STANDARD DEALER DISCOUNT ORDERS ONLY.

In the event a salesperson’s SPIFF ID number is not included with the initial PO, GMi will accept and apply the ID number if notified within 30 days of order entry. Any questions or disputes should be directed to spiffs@gmicompanies.com. Please include salesperson name, dealership name, and SPIFF ID on any communication.