Terms of Use

Terms of Use
Last Revised March 30, 2022

Welcome to the Gap Inc. Gap Threads website, which include but are not limited to http://nft.gap.com, (the "Sites"). The Sites are provided as a service to our customers. You must be age 18 or older or the age of majority in your jurisdiction, whichever is greater, to use the Sites.

The following terms and conditions govern your use of the Sites (the "Agreement").

PLEASE READ THE TERMS BELOW CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS. THE AGREEMENT INCLUDES A CLASS ACTION WAIVER AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. YOUR USE OF THE SITES CONSTITUTES YOUR AGREEMENT TO FOLLOW AND BE BOUND BY THE AGREEMENT. WE RESERVE THE RIGHT TO UPDATE OR MODIFY THIS AGREEMENT AT ANY TIME WITHOUT PRIOR NOTICE. FOR THIS REASON, WE ENCOURAGE YOU TO REVIEW THE AGREEMENT WHENEVER YOU USE ANY OF THE SITES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE THE SITES.

Sources of Terms and Conditions

Certain provisions of this Agreement may be superseded by expressly designated legal notices, rules or other terms located on different pages of the Sites. In order to participate in or use certain services you may be required to agree to additional or different terms and conditions (“Additional Terms”).

Sales hosted on third party sites (“Third Party Sites”) are governed by and subject to the Third Party Sites’ Additional Terms and any other Additional Terms applicable to that specific sale. We have no control over, and do not necessarily endorse any Third Party Sites, services, or products. You acknowledge and agree that such Third Party Sites are accessed at your own risk and such risk includes, without limitation, any resulting tax reporting, compliance or payment obligations.

Site Transactions

Through the Sites, you may be permitted to purchase or place a bid on and subsequently pay for certain non-fungible tokens created by or on behalf of Gap Inc. (“NFTs”).

Purchasing an NFT entitles you to the ownership of that certain NFT. Except as set forth below, you may use or resell that NFT as you choose, provided that any purchase of a resold NFT (the “Secondary Sale”) will also be subject to this Agreement and any applicable Additional Terms. Immediately following any Secondary Sale, your ownership of the NFT and rights under any associated licenses will terminate. Your purchase of, and the transfer of ownership of, that certain NFT is subject to your agreeing to this Agreement, any Additional Terms and any other applicable terms, including, but not limited to, the terms applicable to the Minterpop marketplace operated by InterPop, LLC (“InterPop”), and the terms applicable to any other NFT marketplace that permits the Secondary Sale of NFTs in a manner that fully enables the smart contract contained within such NFTs (either such marketplace, the “Approved Marketplace”). If at any time you sell, trade, donate, give away, or transfer your NFT to a new owner through the Approved Marketplace, the associated license shall be transferred to that new owner, and you will have no further rights in or to the NFT or NFT IP (defined below). If at any time you burn or otherwise dispose of your NFT for any reason, or sell, trade, donate, give away, or transfer your NFT other than through the Approved Marketplace, the license will immediately expire with respect to that NFT without the requirement of notice or any further action, and you will have no further rights in or to the NFT or NFT IP.

Subject to your complete and ongoing compliance with this Agreement, applicable Additional Terms, and any other applicable terms, Gap Inc. grants you, solely for your personal, non-commercial use, a limited, worldwide, non-exclusive, non-transferable (except in connection with a Secondary Sale), non-sublicensable, revocable license to publicly or privately display (including on social media platforms and digital galleries) any intellectual property (or related intellectual property rights) included in the NFT owned by you (such intellectual property, including any name, image, likeness, art, design, and drawings (in any form or media, including, without limitation, video or photographs) that may be included in such NFT, “NFT IP”) solely (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies your right to display the NFT IP to ensure that only the actual owner of such NFT can display such NFT IP; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFT, provided that the website/application cryptographically verifies each NFT owner’s rights to display the NFT IP for their NFT to ensure that only the actual owner of such NFT can display the NFT IP, and provided that the NFT IP is no longer visible once the owner of the NFT leaves the website/application. For clarity, except for the foregoing license, neither your purchase of the NFT nor this Agreement grants you any other license or rights to any NFT IP and you agree that all rights, titles and interests in and to the NFT IP belong exclusively to Gap Inc. (or, as applicable, its subsidiaries and/or licensors) and no rights are granted to you other than the foregoing license.

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

  • Profit from, license or otherwise commercialize in any way the NFT or its contents, including in connection with the marketing, advertising, or selling of any third-party product (including giving away such products in the hopes of eventual commercial gain), except as part of a Secondary Sale;
  • Modify the NFT or its contents in any way or combine the NFT or its contents with, or embed the NFT or its contents into, any digital or other content or media;
  • Use the NFT or its contents in any manner which infringes upon the intellectual property rights of any person or entity;
  • Use the NFT in connection with or to promote any illegal activity, hate speech, violence, inappropriate or obscene content, or in any other manner which could tarnish or harm the reputation of Gap Inc. and its employees;
  • Use the NFT IP except as incorporated in your NFTs;
  • Trademark, copyright, or seek to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the NFT IP, including any Gap Inc. names, trademarks, logos, trade dress, or other source indicators contained or depicted therein;
  • Attempt to mint, tokenize, or create an additional cryptographic token representing the NFT IP on any platform;
  • Falsify, misrepresent, or conceal the authorship of the NFT IP or the NFT;
  • Commit any of the foregoing actions with respect to the NFT IP; and
  • Encourage or permit any third party to do any of the foregoing.

No refunds or returns are permitted except with respect to any statutory warranties or guaranties that cannot be excluded or limited by law.

We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing address. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed in bad faith.

We reserve the right to limit, change, cancel, or relist any auctions, without prior notice, even after bids have been submitted.

NFTs that are listed for sale through auction may be purchased using Tez or credit cards.

If you are placing a bid in Tez, the corresponding Tez amount will be sent to the smart contract to be held in escrow. If you are outbid, the Tez will be returned to your Kukai Wallet (less the applicable transaction fees, called “gas fees”).

If you are placing a bid with a credit card, you are required to enter a valid credit card number to place a bid for any item. Although your credit card will not be charged unless you are the winning bidder, we reserve the right to put an authorization or hold on the credit card for an amount reasonably related to the item on which you are bidding.

Bidding will begin once the auction goes live, and will be accepted until the auction period ends as will be set forth on the auction page. The highest bidder at the close of the auction period will win.

When bidding in an auction, you agree that, (a) you are making an irrevocable binding offer to purchase the item and that if you are the winning bidder, that your bid is a legally binding contract to purchase the item and we may charge your credit card at the time the auction closes; (b) you are responsible for reading and understanding the full item listing and any Additional Terms that accompany the listing; (c) you will not take any actions that directly or indirectly manipulate the bid or the bidding process and that no shill bidding is permitted; and (d) you will not bid on any item which violates any law, rule or regulation to which you are subject and that if you do so your bid is considered null and void. The winning bid will be the bid that is the highest dollar amount at the time the auction closes. Auction closing times are approximate, and we reserve the right to close an auction early or later (including, without limitation, if we receive a bid prior to closing time for any auction) than the scheduled time or to cancel an auction in its entirety for any reason.

Each bid is a legally binding offer and you may not cancel or retract your bid once placed.

Assumption of Certain Risks

Gap Inc. is an intermediary and not an agent or fiduciary for any purpose. NFTs are intangible digital assets and exist only by virtue of the ownership record maintained in the Tezos blockchain network. Due to the rapidly evolving nature of the digital asset market, it is not possible to know all of the risks involved in making an investment in digital assets, and new risks may emerge at any time. The following are some, but not all, of the risks associated with services offered on the Sites:

  • Cryptocurrency and the blockchain. Gap Inc. does not control the public Tezos blockchain or take any possession, custody or control of the Tezos cryptocurrency used to purchase an NFT. By your use of the Sites, you acknowledge you are aware of and accept all risks associated with a cryptographic system, including the Tezos blockchain, decentralized ledgers, smart contracts, digital wallets, and non-fungible tokens. Gap is not responsible for the operation of the Tezos blockchain, or for any losses due to the Tezos blockchain or the use of a digital currency, including without limitation, (i) internet connectivity, (ii) hardware malfunctions, (iii) software bugs, viruses or exposure to malicious software, (iv) security breaches of your digital wallet, (v) system failures or outages, including our own, of a blockchain or blockchain application on which we depend, or with respect to third-party or decentralized trading platforms, applications or other intermediaries, counterparties or custodians, which could result in an indefinite loss of access to a digital asset. There are certain risks inherent in the dependence of transactions involving digital assets on a “private key,” which, if lost, stolen or otherwise compromised, could result in the irreversible loss of the relevant digital assets. Gap is not responsible or liable for any losses resulting from, related to or based upon any of the foregoing.
  • Pricing digital assets. You acknowledge and accept the risk that the price of digital assets is highly speculative and volatile and may be impacted by, among other things, fluctuations in the price of other digital assets. Digital assets also suffer from valuation and liquidity challenges. Gap does not represent, warrant or guarantee the accuracy or fairness of the price of any work sold on or off the marketplace, or that any such works will retain or increase their value. You acknowledge and agree that Gap is not a fiduciary nor owes any duties to any user of the services, including the duty to ensure fair pricing of works or to police user behavior on the marketplace. You solely bear the risk of loss in purchasing, selling and/or transferring digital assets.
  • Evolving regulatory landscape. The regulatory landscape governing blockchain technologies, cryptocurrencies, and NFTs is evolving. Changes in the legislative or regulatory environment may impact our ability to offer certain products or services. In addition, there are risks associated with the dependence on third-party decentralized trading platforms, applications or other intermediaries (e.g., exchanges), counterparties or custodians to hold or convert digital assets that may be subject to little or no regulation, or that may operate in violation of regulations, including regulations related to sanctions compliance and anti-money laundering.
  • Tax Obligations. You are solely responsible for determining what, if any, tax obligations might arise from your transactions. Except as required by law, (i) Gap is not responsible for determining your tax reporting or compliance obligations, and (ii) you are solely responsible for all tax obligations, including payment obligations, arising from your transactions completed via the Sites.

Unauthorized Use

The Sites may not be used for any unauthorized use or for any illegal or unlawful purpose. Any unauthorized use or violation of this Agreement or applicable Additional Terms may immediately and automatically terminate your right to use and access the Sites and may subject you to legal liability.

We reserve the right to take appropriate legal action for any illegal or unauthorized use of the Sites.

In addition to any right or remedy that may be available to use under this Agreement or under applicable law, we reserve the right to limit, suspend or terminate your access to the Sites at any time, without notice and without cause. We may also refer any information on illegal activity, including your identical, to the proper authorities.

Site Contents

Unless otherwise noted, the Sites, and all features and materials on the Sites, including text, images, illustrations, designs, icons, photographs, video clips and other content, and the copyrights, trademarks, trade dress and/or other intellectual property in such materials (collectively, the "Contents"), are owned, controlled or licensed by Gap Inc. GAP, GAPKIDS, BABYGAP, BANANA REPUBLIC, OLD NAVY, ATHLETA, and other trademarks appearing on the Sites are the trademarks of Gap Inc. and/or its subsidiaries.

The Sites and the Contents are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Sites for your personal use only. No right, title or interest in any downloaded Content is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or exploit in any way any of the Contents or the Sites.

Unless otherwise specified, the Sites and the Contents are intended to promote Gap Inc.'s products and services available in the United States. The Sites are controlled and operated by Gap Inc. from its offices in San Francisco, California. One or more patents may apply to the Sites, including without limitation: U.S. Patent Nos. 5,528,490; 5,761,649; and 6,029,142.

Errors, Inaccuracies, and Omissions

Information on our Sites may contain typographical errors, inaccuracies, or omissions that relate to product descriptions, pricing, promotions, offers, and availability. We reserve the right to correct any errors, inaccuracies or omissions and to change or update information or cancel orders if any information on the Sites is inaccurate at any time without prior notice (including after you have submitted your order).

User Generated Content

Gap Inc. is pleased to hear from you and welcomes your comments and posts regarding our products and services in certain areas on the Sites. While we value your feedback, we are unable to accept or consider any creative ideas, suggestions, proposals, plans, or other materials submitted by you (collectively, “Proposals”) other than those we have specifically requested. The intent of this policy is to avoid the possibility of future misunderstandings when projects developed by Gap Inc.'s employees and agents might seem to be similar to Proposals. Accordingly, we ask that you not send Proposals to anyone at Gap Inc. through any communication channel.

If you send certain specific submissions at our request (for example, contest entries, customer reviews or photographs), post comments, photos, reviews or other content on the Sites, or without a request from us you send creative ideas, suggestions, customer reviews, photographs, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use your Comments in any medium. Gap Inc. is and shall be under no obligation (1) to maintain Comments in confidence; (2) to pay compensation for Comments; or (3) to respond to Comments. We have the right but not the obligation to monitor and edit or remove any Comments. You may not repost, republish, or redistribute Comments outside of the Sites.

You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Sites. You may not use a false email address, pretend to be someone other than yourself, or otherwise mislead Gap Inc. or third parties as to the origin of any Comments. You agree to comply with our Endorsement Policy and to clearly and conspicuously disclose if you received compensation or other incentive of any kind, from any source, in exchange for posting Comments. You are solely responsible for any Comments you make and their accuracy. Gap Inc. takes no responsibility and assumes no liability for any Comments posted by you or any third party.

Personal Information Submitted Through the Sites

Your submission of personal information through the Sites is governed by our privacy policy, which can be reached by clicking on the "Privacy Policy" link located in the footer section of the Sites (the "Privacy Policy"). This Agreement incorporates by reference the terms and conditions of the Privacy Policy.

Notice and Procedure for Making Claims of Copyright Infringement

Gap Inc. respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Gap Inc.'s Digital Millennium Copyright Act ("DMCA") designated agent the written information specified below:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

A description of the copyrighted work that you claim has been infringed upon;

A description where the material that you claim is infringing is located on the Site;

Your address, telephone number, and email address;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Gap Inc.'s Copyright Agent for notice of claims of copyright infringement on the Sites can be reached as follows:

Gap Inc.

Legal Department ATTN: DMCA Designated Agent

2 Folsom Street

San Francisco, CA 94105

Phone: 415.427.5575

Email: ip@gap.com

Please note that this procedure is exclusively for notifying Gap Inc. and its subsidiaries that your copyrighted material has been infringed. Gap Inc.'s affiliated subsidiaries are as follows: The Gap, Inc., Banana Republic, LLC, Old Navy, LLC, Athleta LLC, Gap, GapKids, babyGap, GapBody, gap.com, gapinc.com, Gap Factory, gapfactory.com, Banana Republic, bananarepublic.com, Banana Republic Factory, bananarepublicfactory.com, Old Navy, oldnavy.com, Old Navy Outlet, Athleta, athleta.com.

Product Information

We have made every effort to display as accurately as possible the colors and styles of our products that appear at the Sites. We cannot guarantee that the display of any color or style on your computer or mobile device will be accurate. We do not endorse and have not verified the accuracy or reliability of any opinion or statement made on the Sites by any third party, including, but not limited to customers, manufacturers, distributors or suppliers of products and services sold through the Sites, and product packaging and material may contain additional or different information. We may make changes to information about price, availability or other product attributes without notice.

Third Party Transactions

Through your use of the Sites, you may have the opportunity to engage in commercial or other transactions with other users or third parties. You acknowledge that all transactions relating to any products or services offered by any third party, including but not limited to the payment terms, warranties, guarantees, and delivery terms relating to these transactions, are agreed to solely between the third party and you, and that you will look solely to the involved third party to enforce any of your rights. In the event of any problem with the products or services that you have purchased from a third party you agree that you will address such issues with the third party but all limitations of liability and other rights of Gap Inc. shall apply nonetheless. Any warranty that is provided by a third party in connection to any products, services, materials or information from that third party is provided solely by that third party and not by Gap Inc.

U.S. Sanctions and Export Controls

Software made available to you by the Sites (the “Software”) if any, is subject to U.S. sanctions and export controls. No Software may be downloaded from the Sites or otherwise exported or re-exported in violation of U.S. sanctions and export laws. Downloading or using the Software is at your sole risk.

Right to Change Sites

We reserve the right, at any time in our sole discretion, to modify, suspend or discontinue the Sites or any service, content, feature or product offered through the Sites, with or without notice; charge fees in connection with the use of the Sites; modify and/or waive any fees charged in connection with the Sites; and/or offer opportunities to some or all users of the Sites. You agree that we shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site, or any service, content, feature or product offered through the Sites.

Links to Other Websites and Services

The Sites may contain links to other websites that are not under the control of Gap Inc. Gap Inc. has no responsibility for the linked websites nor does linking constitute an endorsement of any linked website. If you use the links, you will leave the Sites and your activities may be governed by other terms and conditions and privacy practices. Links are provided solely for your convenience and information.

Indemnification

You agree to defend, indemnify and hold Gap Inc. harmless from and against any and all claims, damages, costs and expenses, including attorneys' fees, due to your use of the Sites and/or your breach of any representation, warranty, or other provision of the Agreement.

Limitation of Liability

In no event will Gap Inc. be liable to you for any special, incidental, exemplary, indirect, punitive, or consequential damages (including loss of profits) with respect to the subject matter of this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not you have been advised of the possibility of such loss or damage. Gap Inc.’s aggregate liability under this Agreement shall not exceed the net revenues actually received by Gap Inc. in connection with any transaction in which you purchased or sold your NFT. The foregoing limitation of liability shall only apply to the extent permitted by applicable law. In no event will Gap Inc. be liable for any inability for you to access the NFT IP for any reason, including as a result of any downtime, failure, obsolescence, removal, termination or other disruption relating to (a) the servers upon which the NFT IP is stored; (b) the Approved Marketplace or (c) any other NFT platform.

DISCLAIMER OF WARRANTIES

YOUR USE OF THE SITES IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU ARE RESPONSIBLE FOR COMPLYING WITH THIS AGREEMENT AND ALL APPLICABLE LAWS WITH RESPECT TO THE USE OF THE SITES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THESE SITES, INCLUDING ALL INFORMATION AND CONTENT MADE AVAILABLE ON OR ACCESSED THROUGH THE SITES, ARE MADE AVAILABLE TO YOU “AS IS” WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. FURTHER, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF THE SITES, THE CONTENTS WITHIN AND THE PRODUCTS OR SERVICES LISTED OR PURCHASED THROUGH THE SITES. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITES OR ANY MATERIALS OR CONTENT CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR HARMFUL COMPONENTS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR THE USE OF THE SITES, INCLUDING, WITHOUT LIMITATION, THE CONTENT AND ANY ERRORS CONTAINED THEREIN. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to you in any manner, then our aggregate liability for all claims under such circumstances shall not exceed the lesser of (a) the amount paid by you for products and services that are the subject of the claim at issue during the prior 12 months or (b) $10. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for damages. Accordingly, some of the above indemnities, limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any warranty or limit our liability, the scope and duration of such warranty and the extent of our liability will be the minimum permitted under such law.

Assignment

We may assign our rights and obligations under this Agreement, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law. This Agreement (including, without limitation, the license granted hereunder) is personal to you and shall not be assigned or transferred by you, except to a new owner of the NFT as described above. Any other attempt by you to assign, sub-license, or transfer your rights under this Agreement shall be null and void.

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Informal Dispute Resolution.

Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and Gap Inc. agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Sites, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent (1) to Gap Inc. at: Gap Inc. Legal Department, 2 Folsom Street, San Francisco, CA 94105, Attn: General Counsel, or (2) to you at: your last-used billing address or the billing and/or shipping address in your online profile.

Both you and Gap Inc. agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.

Arbitration Agreement.

To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute must be resolved through binding individual arbitration. You and Gap Inc. agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Dispute. You and Gap Inc. expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision.

You may begin an arbitration proceeding by sending a letter requesting arbitration to:

Gap Inc.

Attn: General Counsel

2 Folsom Street

San Francisco, CA 94105

You agree that the arbitration shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s website www.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s applicable rules. Gap Inc. will reimburse those fees for claims totaling less than $10,000 if the arbitrator rules in your favor on any material aspect of your claim. Gap Inc. waives its right to seek attorneys’ fees and costs in arbitration. However, if your claim is deemed by the arbitrator to be frivolous or brought in bad faith or with an improper purpose, as measured by the standards of Federal Rule of Civil Procedure 11, then the arbitrator may award Gap Inc. the reimbursement of its costs and arbitration fees against you and/or your counsel. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. You further agree that if your arbitration claim is filed at or around the time of other similar claims by the same or related counsel, you agree that your claim may be temporarily stayed or phased to allow the AAA to establish efficient and fair adjudication procedures.

In lieu of arbitration, either you or Gap Inc. may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. Also, even if all parties have opted to litigate a claim in court, you or we may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in any related or unrelated lawsuit, including modifying an individual claim to assert a class, representative or multi-party claim. Arbitration may be requested at any time, even where there is a pending lawsuit, unless a trial has begun, or a final judgment entered.

Waiver of Right to Bring Class Actions and Representative Claims. All arbitrations must proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court. However, to the extent permissible by applicable law, any relief must be individualized to you and shall not affect any other customer. You and Gap Inc. agree that each may bring claims against the other in arbitration only in your or Gap Inc.’s respective individual capacities and in so doing you and Gap Inc. hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If it is decided that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim, then that claim (and only that claim) must proceed in court and be severed from any arbitration.

Other Terms. This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the Arbitration Agreement provisions shall survive after this Agreement terminates or your use of the Sites ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.

Remedies. Your rights and remedies in the event of any breach of this Agreement are strictly limited to the right, if any, to recover damages in an action at law, and you acknowledge that your remedy of money damages is adequate. You will not be entitled by reason of any such breach, and you will not seek, any equitable relief, whether injunctive or otherwise.

Termination

With the exception of the Arbitration Agreement, which shall survive the termination of these terms, these terms are effective unless and until terminated by either you or Gap Inc. You may terminate this Agreement at any time. Gap Inc. also may terminate this Agreement at any time without notice, and accordingly may deny you access to the Sites, if in our sole judgment you fail to comply with any term or provision of the Agreement. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.

Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from this Agreement; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

General

This Agreement and Arbitration Agreement are governed by the laws of the State of California, without regard to any conflict of law provisions. The waiver of any provision of the Agreement shall not be considered a waiver of any other provision or of Gap Inc.'s right to require strict observance of each of the terms herein. This Agreement constitutes the entire agreement between us relating to your use of the Sites.

We control and operate the Sites from the United States of America. We do not represent that the contents on the Sites or other materials are appropriate or available for use in other locations. If you choose to access the Sites from other locations, you do so at your own risk and are responsible for compliance with all local laws, if and to the extent local laws are applicable.