THE GAP INC. LOYALTY PROGRAM (GAP GOOD REWARDS, BANANA REPUBLIC REWARDS, ATHLETA REWARDS AND OLD NAVY NAVYIST REWARDS) TERMS AND CONDITIONS
THESE PROGRAM TERMS AND CONDITIONS ("PROGRAM TERMS AND CONDITIONS") INCLUDE A CLASS ACTION WAIVER AND JURY TRIAL WAIVER, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE MOST DISPUTES EXCEPT AS OTHERWISE PROVIDED BELOW. IN ARBITRATION THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE READ THE PROVISIONS BELOW CAREFULLY AS THEY AFFECT YOUR LEGAL RIGHTS.
BY PARTICIPATING IN THE PROGRAM YOU AGREE TO ACCEPT THESE PROGRAM TERMS AND CONDITIONS AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND CONSENT TO THE TERMS OF USE, WHICH ARE INCORPORATED INTO, AND MADE A PART OF THIS CONTRACT.
OUR PRIVACY POLICY EXPLAINS HOW WE COLLECT, USE, AND SHARE YOUR PERSONAL INFORMATION. BY PARTICIPATING IN THE PROGRAM, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO HOW WE COLLECT, USE, AND SHARE YOUR PERSONAL INFORMATION.
IN THE EVENT THERE IS ANY CONFLICT AMONG THESE PROGRAM TERMS AND CONDITIONS OR THE TERMS OF USE, THESE PROGRAM TERMS AND CONDITIONS WILL GOVERN. GAP INC. RESERVES THE RIGHT TO UPDATE OR MODIFY THESE PROGRAM TERMS AND CONDITIONS AT ANY TIME WITHOUT PRIOR NOTICE. THOSE CHANGES WILL GO INTO EFFECT ON THE LAST UPDATED DATE SHOWN IN THE REVISED PROGRAM TERMS AND CONDITIONS. FOR THIS REASON, WE ENCOURAGE YOU TO REVIEW THE PROGRAM TERMS AND CONDITIONS PERIODICALLY AND WHENEVER YOU VISIT OUR WEBSITE.
The Gap Inc. loyalty program (“Program”) consists of 4 branded expressions: Gap Good Rewards, Old Navy Navyist Rewards, Banana Republic Rewards, and Athleta Rewards and is offered exclusively by The Gap Inc., and its subsidiaries and affiliates (also referred to as “Gap Inc.,” "we," "our," or "us").
These Program Rules supersede all previous terms and conditions applicable to the Program. All Program benefits, offers, rewards, and services are subject to availability. Gap Inc. may at any time amend, modify, supplement, or terminate the Program, these Program Terms and Conditions, the structure for earning rewards, or reward levels, even though such changes may affect the value of rewards, or the ability to obtain certain rewards. If the Program is terminated, all unredeemed benefits will be forfeited without any obligation or liability and will not be honored upon termination or after the conclusion of the notice period, if any notice is required by law. Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any acts of nature or other circumstances beyond our reasonable control.
We reserve the right to cancel or suspend a Member’s (also referred to as "you," "your," and include "Cardmembers") participation in the Program or any Rewards earned and not yet used in the event of suspected fraud, abuse of rewards privileges, violation of these Program Terms and Conditions, or at our discretion. The Program is limited to the United States, including Puerto Rico, only. Members are responsible for any tax liability related to participation in the Program.
Privacy Policy
Our Privacy Policy explains how we collect, use, and share your personal information. By participating in the Program, you are confirming that you understand and agree to how we collect, use, and share your personal information.
Unless you use your Gap Inc. credit card for purchases, your mobile phone number is your unique membership identifier and must be provided at checkout for all in-store transactions to earn points on eligible purchases and to redeem rewards. For online transactions, you must provide your email address and must be signed into your online account to earn points on Qualifying Purchases. Because we use your mobile number and email address to identify you as a member and to notify you of Program benefits, you must ensure that both are accurate and current.
Our Privacy Policy also contains information about your privacy rights and choices, including how you can request that we delete your personal information. If you make a request to delete your personal information, this cannot be undone. Deletion removes your online accounts and Loyalty Memberships, including records related to membership rewards, benefits, and available promotions. We are not able to reinstate your account or Loyalty Membership, and you will no longer accrue rewards.
Residents of California:
Please see the Additional Information for California Residents section of our Privacy Policy for our Loyalty Rewards Programs, Notice of Financial Incentive.
Marketing and Transactional Emails
When you sign up for the Program and give us your email, you consent to get marketing emails from the brand you signed up with. To stop getting marketing emails from the brand you signed up with or any other brand, click the “unsubscribe” link at the bottom of each brand’s email. You will continue to receive transactional messages from us regarding the Program.
Transactional emails are sent to you related to your Program membership including, but not limited to, the following: welcome email; recurring membership status statements and/or updates; issuance of rewards points earned; reminder of upcoming expiration of earned points; etc. Reward balance emails reflect your overall balance under your rewards account and are not brand specific. To stop receiving these transactional emails, you must cancel your Program membership.
Membership
General Program Membership:
Open to natural persons only. Corporations, groups, and associations are not eligible to participate in the Program.
Membership in the Program is available to any U.S. resident, including residents of Puerto Rico, who is at least 16 years old and signs up by providing applicable information at our Gap, GapKids, babyGap, GapBody, Old Navy, Banana Republic, Athleta, Gap Factory and Banana Republic Factory store locations or online at gap.com, oldnavy.com, bananarepublic.com, athleta.com, gapfactory.com, or bananarepublicfactory.com in the United States, including Puerto Rico, (collectively referenced as our “Family of Brands” or “Gap Inc. locations”). Membership is free and optional. No purchase required to sign up. Employees, officers, directors, agents and representatives of Gap Inc. are eligible to join. We may decline membership in the Program to any enrollee at our discretion and without prior notice.
Membership Status Levels:
When enrolling as a general member, you will enter the Program as a CORE Member.
Upon reaching certain milestones, members will unlock higher membership status levels with additional benefits based on the total spend on Qualifying Purchases. A Qualifying Purchase is defined as merchandise purchased at our Family of Brands for personal use. Excludes purchases for resale, or amounts for sales tax, state fees, gift packaging fees, shipping and handling or delivery charges, and any amount paid using a purchase order, gift card, merchandise credit, mail certificate, gift certificate, credit voucher, refund check, or any other type of store credit. You will not earn points for the amount of any coupon or discounts, or the value of any Rewards applied to your purchase. Any purchase of Banana Republic Home products do not earn points. However, if you use a Gap Inc. Mastercard to make a Banana Republic Home purchase, you will earn 1 point for every dollar spent on your Gap Inc. Mastercard or 2 points for every dollar spent on your Gap Inc. World Mastercard®.
CREDIT CARD MEMBERSHIP: Participation in the Program as a Gap Inc. credit Cardmember requires you to apply and be approved for a Gap, Banana Republic, Old Navy or Athleta credit card. For convenience, we will refer to all these credit cards as the Gap Inc. credit card. When applying for a Gap Inc. credit card, a phone number is required.
When you apply for a Gap Inc. credit card, you will be automatically enrolled into the Program. If you are approved for a credit card, you will enter the Program at the ENTHUSIAST status level. If you are already a member in the Program, you will retain any status level you have attained that is higher than ENTHUSIAST status. Gap Inc. Cardmembers receive the rewards and benefits of general membership as well as special benefits associated with the Gap Inc. credit card account as set out in these Program Rules and/or in promotional materials. If you apply for a Gap Inc. credit card and are not approved for a Gap Inc. credit card, you will be enrolled into the Program as a CORE member if you have not previously enrolled in the Program.
Core: No minimum Qualifying Purchases.
Enthusiast: Minimum Qualifying Purchases of $500 to $999 at our Family of Brands for general members who do not have a Gap Inc. credit card. You will automatically be enrolled as an Enthusiast Cardmember when you are approved for a Gap Inc. credit card.
Icon: Minimum Qualifying Purchases of $1000 at our Family of Brands, or for Gap Inc. credit Cardmembers who have achieved 5000 base points during a calendar year. Upgrades will be processed within 14 days after qualifying.
Qualifying Purchases amount identified above must be maintained between January 1 and December 31 of any given year. At the beginning of each calendar year, the Qualifying Purchases amount will be reset to zero. Members will retain the prior year’s status level through the end of the new year if the minimum Qualifying Purchases for that status was reached in that prior year. If you did not reach the minimum Qualifying Purchases amount for Icon or Enthusiast as applicable during the prior year, your status will be adjusted in the following year.
If you are a Luxe4Life member, you will retain your Luxe4Life membership at the Icon status as long as you retain your Gap Inc. credit card account that qualified you for Luxe4Life membership. If you are a World Mastercard® credit Cardmember, you will be at Icon status unless and until you no longer meet the requirements to qualify for World Mastercard.
Communication of Benefits
Communications regarding the Program, including benefits, and promotions will be sent via email so please keep your email address current. We are not responsible for communications, offers, or rewards sent to out-of-date email addresses.
Earning Points
To earn points at our Family of Brands, members must provide a phone number for in-store purchases or be signed into your online account for online purchases, or make a purchase using your Gap Inc. credit card. If you are signed into your account online or provide a phone number in the store but use a Gap Inc. credit card that is not linked to your account at the time of checkout, you will earn points based on the Program account associated with the Gap Inc. credit card you used to pay for the transaction. If you have more than one Gap Inc. credit card and you use the same phone number and email address for all of your credit card accounts and Program membership, all points earned will accumulate in one single Program account.
If you make a purchase using Afterpay or PayPal, you will be eligible to earn points at 1 point per $1 of Qualifying Purchases or 2 points per $1 of Qualifying Purchases on a World Mastercard account even if you use your Gap Inc. credit card in the PayPal or Afterpay platforms. Eligible purchases made at our Family of Brands using Apple Pay will earn 5 points for every $1 spent using your Gap Inc. credit card. As a Gap Inc. Cardmember, you earn points made on Qualifying Purchases by you and any authorized user(s) of your Gap Inc. credit card account.
Base Points:
Unless you use a Gap Inc. credit card, you will earn 1 point for every dollar (rounded to the nearest whole dollar) of Qualifying Purchases at our Family of Brands in the United States, including Puerto Rico. When you use your Gap Inc. credit card, you will earn 5 points for every dollar (roundest to the nearest whole dollar) of Qualifying Purchases at our Family of Brands in the United States, including Puerto Rico.When you make a purchase using your Gap Inc. Mastercard in our brands in locations outside of the United States or outside our brands wherever Mastercard is accepted, you will earn 1 point for every dollar spent on your Gap Inc. Mastercard credit card or 2 points for every dollar spent on your Gap Inc. World Mastercard credit card.
Any purchase of Banana Republic Home products do not earn points. However, if you use a Gap Inc. Mastercard to make a Banana Republic Home purchase, you will earn 1 point for every dollar spent on your Gap Inc. Mastercard or 2 points for every dollar spent on your Gap Inc. World Mastercard.
In addition, any transaction amount paid with earned rewards, a purchase order, gift card, merchandise credit, mail certificate, gift certificate, credit voucher, refund check, or any other type of store credit, will not earn any points. Other exclusions may apply during special promotions.
You will not earn rewards points for the amount of any coupons or discounts on a transaction, on purchases made through any third-party platforms (such as Instagram or EBay or Shopify), or the value of any points or rewards applied to your purchase.
You may see rewards points you receive advertised as “% back in Rewards.” For every increment of 100 points you will receive $1 dollar in rewards (or discounts) to be applied to a future purchase. For example:
- 100 points = $1 in rewards or discount;
- 1000 points = $10 in rewards or discount;
- 1100 points = $11 in rewards or discount;
- Etc.
There is no limit as to the number of points you can earn. You may only redeem up to $500 in rewards per transaction. Points received for items that are returned will be deducted from your points balance at the time of the return. If any deduction puts your account into a negative points balance, you will not be eligible to use your rewards to receive a discount until you earn a positive balance of 100 points.
Bonus Points:
From time to time, we may offer the opportunity to earn bonus points. The promotional materials may identify additional qualifying events, exclusions, and restrictions. Bonus points will not be used to determine your qualification for membership status.Redeeming Rewards
Rewards can be redeemed at our Family of Brands for the purchase of merchandise. Not valid in the Gap Inc. Clearance Center or on Banana Republic Home products. Rewards cannot be used for the purchase of gift cards, for taxes or state fees, packaging fees, shipping & handling or delivery charges, and gift wrap charges. Rewards must be presented at time of purchase in store, or if you are shopping online, you must be signed into your online account in order to apply rewards to a purchase transaction online. The value of your reward will be prorated across items purchased and reflected on your receipt. If you return merchandise purchased with rewards, and to the extent we can identify the value of the reward points used in the original purchase, then the dollar value of the rewards allocated to the item(s) returned will be converted to points and credited to your membership account.
Rewards may not be used as payment on a Gap Inc. credit card account.
Important Note:
Points have no cash value and cannot be exchanged for cash or credit. You have no ownership interest in points, and these points collected do not constitute property. The use of the word "earn" or similar language in marketing materials and these Program Rules in relation to the Program does not imply that the points have any value prior to conversion or redemption. Points may not be purchased or sold and are not transferable.
Unlocking Program Membership Status and Benefits
Members are eligible for certain Program benefits based on membership status. Any benefits with a time limit will be forfeited if unused within that time limit.
Core | Enthusiast | Icon |
---|---|---|
< $500 Qualifying Purchases |
$500 - $999 Qualifying Purchases Cardmembers status starts as Enthusiast. |
$1,000+ Qualifying Purchases or 5,000 base points |
Free to Join |
No annual fee for Members No annual fee + $0 fraud liability for Cardmembers |
No annual fee for Members No annual fee + $0 fraud liability for Cardmembers |
1 base point for every $1 of Qualifying Purchase at our Family of Brands 3-5 day free shipping, $50 minimum purchase Members only exclusive offers Birthday gift Ability to donate your points to select charities 1-month free trial subscription for new members at obé Fitness, a live and on-demand fitness platform Convert your unused BRFS StyleCash, GapCash or Old Navy Super Cash to rewards points |
GENERAL MEMBERS: 1 base point for every $1 of Qualifying Purchase at our Family of Brands CARDMEMBERS: 5 base points for every $1 of Qualifying Purchase at our Family of Brands when you use your Gap Inc. credit card Gap Inc. Mastercard Cardmembers earn 1 base point for every $1 spent outside our Family of Brands 3-5 day free shipping, $50 minimum purchase Members only exclusive offers Birthday gift Early access to special events/select sales Ability to donate your points to select charities 2-month free trial subscription for new members at obé Fitness, a live and on-demand fitness platform Convert your unused BRFS StyleCash, GapCash or Old Navy Super Cash to rewards points |
GENERAL MEMBERS: 1 base point for every $1 of Qualifying Purchase at our Family of Brands CARDMEMBERS: 5 base points for every $1 of Qualifying Purchase at our Family of Brands when you use your Gap Inc. credit card Gap Inc. Mastercard Cardmembers earn 1 base point for every $1 spent outside our Family of Brands Gap Inc. World Mastercard Cardmembers earn 2 base points for every $1 spent outside our Family of Brands 2-3 day free shipping, $50 minimum purchase Members only exclusive offers Birthday gift Early access to special events/select sales Create your own sale day (15% off) at our Family of Brands at your choosing once a year Free basic alterations on Banana Republic merchandise Ability to donate your points to select charities 3-month free trial subscription for new members at obé Fitness, a live and on-demand fitness platform Convert your unused BRFS StyleCash, GapCash or Old Navy Super Cash to rewards points |
Program membership must be active and in good standing for members to be eligible for any program benefit. Additional terms and conditions may apply to program benefits and will be specified in offers. Offers subject to change.
Birthday Gift:
As a member, you will be eligible to receive a birthday gift once a year if your birthday is included in your profile at least seven business days before the first day of your birthday month. The birthday gift will be selected at our discretion.
Create your own sale day:
Icon members can choose their own sale day (15% off) once per year. May be used at each of our Family of Brands on the sale day, both online and in-store. Subject to additional terms and conditions included in the offer.
Convert your unused BRFS StyleCash, GapCash or Old Navy Super Cash to Rewards Points:
You may convert unused BRFS StyleCash, GapCash, or Old Navy Super Cash (a Cash Coupon) to Rewards points. Each dollar of the Cash Coupon value converts to 1 Reward Point. For example, a $100 GapCash Coupon converts to 100 Reward Points. You must convert unused Cash Coupon(s) to points within 30 days of the last day to redeem your Cash Coupon.
Donate your Points:
Eligible Members can choose to convert points to dollars to donate to select organizations chosen in Gap Inc.’s sole discretion. Gap Inc. commits to a donation amount of up to USD $10 million in equivalent rewards points annually. Donations will not be allowed over USD $10 million combined across both U.S. and Canada Rewards Programs in any year but we will reopen the donation window the following year.
Free Basic Alternations at Banana Republic:
Available for Icon members on merchandise purchased at Banana Republic stores and bananarepublic.com. Not valid on previous purchases. Not valid on leather and suede merchandise. Merchandise cannot be returned or exchanged after being altered.
Early Access:
You may receive early access to special events from time to time, including for example, select sale events like Friends & Family.
Free 3-5 Day Shipping for Core and Enthusiast Members, exclusions apply:
You must be signed into your online account to enjoy free 3-5 day shipping. Shipping benefit will be based on verification of your membership status. Valid for online orders totaling at least $50 after discount and before tax placed at gap.com, bananarepublic.com, oldnavy.com, athleta.com, gapfactory.com, and bananarepublicfactory.com. Valid on shipping anywhere in the U.S. (including Puerto Rico). Select the 3-5 day shipping option. If you choose another shipping option, additional charges may apply. Orders must be shipped to a single address. We will endeavor to deliver your shipment within the 3-5 business day window; however, some products may not be available for shipment in that window, and during peak periods, such as during the holidays, shipment may fall outside the 3-5 day window.
Free 2-3 Day Shipping for Icon Members, exclusions apply:
You must be signed into your online account to enjoy 2-3 day shipping for Icon status. Shipping benefit will be based on verification of your membership status. Valid for online orders totaling at least $50 after discounts and before tax placed at gap.com, bananarepublic.com, oldnavy.com, athleta.com, gapfactory.com, and bananarepublicfactory.com. Valid on shipping anywhere in the U.S. (including Puerto Rico). Orders must be shipped to a single address. Select the 2-3 day shipping option. We will endeavor to deliver your shipment within the 2-3 business day window; however, some products may not be available for shipment in that window, and during peak periods, such as during the holidays, shipment may fall outside the 2-3 day window.
obé Fitness Free Trial:
Core, Enthusiast and Icon program members who are new to or not current obé Fitness users and have made a purchase either online at athleta.com or at an Athleta store in the U.S. only within the previous twelve months will get: 1-month free obé trial (Core members); 2-month free obé trial (Enthusiast members); 3- month free obé trial (Icon members). Must use email link emailed by Athleta and sign up for obé subscription at obefitness.com to redeem obé offer. obé discount code must be applied at time of obé sign-up and applies to first month(s) only. Limit one discount code per eligible program membership. Offer is non-transferable. Subject to terms and conditions from obé. For obé cancellation requests, visit https://obefitness.com/faq or contact vip@obefitness.com with questions about your membership. Cannot be combined with other Athleta or obé offers, promotions, or discounts. Athleta is not responsible for any third party offers, products, or services or for lost or stolen codes. To receive offer, program membership must be active and in good standing. Offer subject to change.
Additional Terms of Participation
Membership Limits:
Limit 1 Program Membership per person, email address and phone number. If there is a dispute regarding ownership of the email address or phone number used to enroll in the Program, the owner will be deemed to be the natural person who is assigned to the submitted email address or phone number by a phone company, an internet provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning phone numbers or email addresses for the domain associated with the submitted email address. Member is responsible for providing correct email address and phone number and updating email address and phone number used in the Program should either change.
If you determine that you have two separate Program accounts under different email addresses and/or phone numbers, you may contact Customer Service at 1-833-244-5556 and request that your Program accounts be combined into one Program account.
The Program benefits and rewards are nontransferable. Upon the death of a member, the member’s Program account will be closed and any benefits or points in the account will be forfeited. Participation in the Gap Inc. credit card program is not required for a general membership.
Cancellation of Membership
Members must maintain an active Program membership to earn and redeem points. You may opt out of the Program at any time. If you opt out of the Program, you will no longer earn points or be able to redeem points and you will forfeit your unused and unexpired points. Deletion of points is final and cannot be reversed. To cancel a Program membership, please call Customer Service at 1-833-244-5556. Please note that the hours of operation are: Monday – Friday from 9am – 9pm ET and Saturday from 10am – 8pm ET.
Unless you have canceled your Program membership, you will earn points when using your Gap Inc. credit card to make Qualifying Purchases. If you cancel or request deletion of your Program membership and still use your Gap Inc. credit card, you will not earn points or enjoy any of the benefits of the Program on any purchases you make with the Gap Inc. credit card.
Expiration of Points
If there is no earning or redeeming of points in your Program membership account at least once every 12 months (from your last Qualifying Purchase), all earned and unredeemed points will expire and be forfeited, and we may close your Program membership account.
If you return merchandise purchased with rewards, the dollar value of the rewards allocated to the item(s) returned will be converted to points and credited to your Program membership account to the extent we can identify that rewards points were used in the original purchase. If your points balance is insufficient to cover a deduction related to a return, your points balance may become negative. Subsequent points earned will first be applied to reduce that negative balance. Gap Inc. may suspend membership accounts with a negative balance. If your Program account is suspended, you may seek re-instatement from Customer Service. Returns of gifts you received but which you were not the original purchaser or return of items purchased without noting your Program membership will not be tied back to your account for return credit of any associated points. In a return transaction where reward points were used to reduce the total amount paid, you are entitled to a refund for only amounts actually paid.
Severability
If any provision of these Program Rules or the application of any such provision to any person or circumstance is held invalid, illegal, or unenforceable for any reason whatsoever, the remaining provisions of these Program Rules and the application of such provisions to other persons or circumstances shall not be affected. To the fullest extent possible, the court finding such provision invalid, illegal, or unenforceable shall modify and construe the provision so as to render it valid and enforceable as against all persons or entities and to give the maximum possible protection to persons subject to indemnification within the bounds of validity, legality, and enforceability.
No Waiver
Gap Inc.’s failure to insist upon or enforce strict compliance with any provision of these Program Rules shall not be construed as a waiver of any provision or right and will not prevent us from enforcing such right or provision in the future. Nothing in these Program Rules will limit Gap Inc. from exercising any legal rights or remedies that it may have.
Errors or Inconsistencies
Despite our best efforts to ensure accuracy, errors occasionally occur. We reserve the right to correct such errors at any time even if it affects pending benefits, rewards, or points in your Program account. In the event of any inconsistency or discrepancy between the Program Rules or other statements contained in any related materials or advertising, the terms of the then-current Program Rules shall prevail, govern, and control.
Limitations of Liability
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, THE PROGRAM AND ALL PRODUCTS AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS. GAP INC., ITS AFFILIATES, VENDORS, PARTNERS AND SERVICE PROVIDERS INCLUDING BARCLAYS BANK DELAWARE DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE. THIS PROGRAM IS NOT WARRANTED TO BE AVAILABLE UNINTERRUPTED OR ERROR FREE.TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NOTICE OF ANY CLAIM OR DISPUTE MUST BE PROVIDED TO GAP INC. WITHIN ONE YEAR OF ITS ACCRUAL OR IT IS FOREVER WAIVED AND TIME BARRED.
Release of Liability
BY AGREEING TO PARTICIPATE IN THE PROGRAM YOU RELEASE GAP INC., BARCLAYS BANK DELAWARE AND EACH SUCH COMPANY’S RESPECTIVE SUBSIDIARIES, DIVISIONS, AND AFFILIATE ENTITIES, ALONG WITH EACH SUCH COMPANY’S RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, AND OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) RELATING TO YOUR MEMBERSHIP OR CARD ACCOUNT OR PARTICIPATION IN THE PROGRAM OR THESE TERMS AND CONDITIONS.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS GAP INC., AND BARCLAYS BANK DELAWARE, ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DISTRIBUTORS, VENDORS AND AFFILIATES FROM AND AGAINST ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING OR ARISING OUT OF YOUR BREACH OF ANY OF THESE GAP INC. PROGRAM TERMS AND CONDITIONS.
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 the aggregate liability for all claims under such circumstances shall not exceed the lesser of (a) the amount paid by you for your participation in the Program 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.
We may assign our rights and obligations under these Program Rules, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.
Dispute RESOLUTION AND (INCLUDING ARBITRATION AGREEMENT, CLASS ACTION WAIVER, JURY TRIAL WAIVER):
Please read this section carefully. It affects your legal rights. It provides for resolution of most disputes through individual arbitration instead of court trials and class actions. Arbitration is more informal than a lawsuit in court, uses a neutral arbitrator instead of a judge or jury, and discovery is more limited. Arbitration is final and binding and subject to only very limited review by a court. This section also contains a jury trial waiver and a waiver of any and all rights to proceed in a class, collective, consolidated, private attorney general, or representative action in arbitration or litigation to the fullest extent permitted by applicable law.Arbitration Agreement
- Binding Individual Arbitration. Any dispute or claim arising out of or relating to the Program or your relationship with Gap Inc., whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (“Dispute”), will be resolved through binding individual arbitration, except that either you or we may elect to have a Dispute heard in small claims court so long as it is not removed or appealed to a court of general jurisdiction. Whether a Dispute falls within the jurisdictional limits of small claims court is for the small claims court to decide in the first instance unless you and Gap Inc. agree otherwise. Dispute shall be interpreted broadly and include, but not be limited to: (1) any dispute or claim that arose before the existence of these or any prior Program Terms and Conditions (including, but not limited to, claims relating to advertising); (2) any dispute or claim that is currently the subject of purported class action litigation in which you are not a member of a certified class; and (3) any dispute or claim that may arise after termination of these Program Terms and Conditions. Dispute, however, does not include disagreements or claims concerning patents, copyrights, trademarks, and trade secrets and claims of piracy or unauthorized use of intellectual property. The arbitrator shall decide all issues except the following, which are for a court of competent jurisdiction to decide: (1) issues that are reserved for a court in these Program Terms and Conditions; (2) issues that relate to the scope, validity, and enforceability of the arbitration agreement, class action waiver, jury trial waiver, or any of the provisions of this Dispute Resolution section; and (3) issues that relate to the arbitrability of any Dispute. These Program Terms and Conditions and this arbitration agreement do not prevent you from bringing a Dispute to the attention of any government agency. You and we agree that these Program Terms and Conditions evidence a transaction in interstate commerce and that this arbitration agreement will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law (not state arbitration law).
- Mandatory Informal Dispute Resolution Process. 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 informal dispute resolution procedure before you or Gap Inc. may initiate arbitration. In the event of any Dispute that arises between you and Gap Inc., the party asserting the Dispute shall first send written notice to the other party (by first class or registered mail) that includes all of the following information: (1) contact information (including name, address, email address, and telephone number); (2) a detailed description of the nature and basis of the Dispute and any claims; (3) a detailed description of the relief sought, including a calculation for it; and (4) information sufficient to identify any account and transaction at issue. The notice must be personally signed by the party asserting the Dispute (and your or our counsel, if represented). Your notice to Gap Inc. must be sent to: Gap Inc. Legal Department, Attn: General Counsel, 2 Folsom Street, San Francisco, CA 94105. Our notice to you must be sent to your last-used billing address or the billing and/or shipping address in your online profile. For a period of 60 days from receipt of a completed notice (which can be extended by agreement of the parties), you and we agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the notice may request a telephone settlement conference to aid in the resolution of the Dispute. If such a conference is requested, you and a Gap Inc. representative will personally attend (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the 60-day period. Completion of this Mandatory Informal Dispute Resolution Process (“Process”) is a condition precedent to initiating a claim in arbitration. If the sufficiency of a notice or compliance with this Process is at issue, such issue may be raised with and decided by a court of competent jurisdiction at either party’s election, and any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with this Process in arbitration with a Process Arbitrator or merits arbitrator. All applicable limitations periods (including statutes of limitations) shall be tolled from the date of receipt of a completed notice through the conclusion of this Process. You or we may commence arbitration only if the Dispute is not resolved through this Process.
- Arbitration Procedures. The arbitration of any Dispute shall be administered by and conducted in accordance with the applicable rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules (where appropriate) (“AAA Rules”), as modified by this arbitration agreement. The AAA Rules are available online at www.adr.org. Each party has the right to challenge the application of the AAA’s Consumer Arbitration Rules in connection with a Dispute as a threshold administrative issue. You and we understand and agree that the AAA’s administrative determination to register this arbitration agreement means it comports with the Consumer Due Process Protocols and that this determination is final and neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to administer the arbitration consistent with this arbitration agreement, the parties shall agree on an administrator that will do so. If the parties cannot agree, they shall petition a court of competent jurisdiction to appoint an administrator that will do so. An arbitration demand must be accompanied by a certification of compliance with the Process and be personally signed by the party initiating arbitration (and counsel, if represented). If you are submitting an arbitration demand, you shall send it to Gap Inc. at: Gap Inc., Attn: General Counsel, 2 Folsom Street, San Francisco, CA 94105 and follow the AAA Rules for initiating arbitration. If Gap Inc. is submitting an arbitration demand, we shall send it to your last-used billing address or the billing and/or shipping address in your online profile and follow the AAA Rules for initiating arbitration. By submitting an arbitration demand, the party and counsel represent that, as in court, they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking $25,000 or more or injunctive relief shall have an in-person or video hearing unless the parties agree otherwise. You and Gap Inc. reserve the right to request a hearing in any matter from the arbitrator. You and a Gap Inc. representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in the county or parish in which you reside or at another mutually agreed location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent permitted by applicable law, you and we agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and we agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. An arbitrator must follow and enforce these Program Terms and Conditions as a court would. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such a claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which you are not a named party. Arbitration may be requested at any time, even where there is a pending lawsuit, unless a trial has begun, or a final judgment entered.
- Costs of Arbitration. Payment of arbitration fees will be governed by the AAA Rules and fee schedule. You and we agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or we may elect to engage with the AAA regarding arbitration fees, and you and we agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.
- Additional Procedures for Mass Arbitration. You and we agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this arbitration agreement) shall apply if you choose to participate in a Mass Arbitration. If 25 or more similar Disputes (including yours) are asserted against Gap Inc. by the same or coordinated counsel or are otherwise coordinated (“Mass Arbitration”), you understand and agree that the resolution of your Dispute might be delayed and ultimately proceed in court. The parties agree that as part of these procedures, their counsel shall meet and confer in good faith in an effort to resolve the Disputes, streamline procedures, address the exchange of information, modify the number of Disputes to be adjudicated, and conserve the parties’ and the AAA’s resources. If your claim is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that your Dispute is first submitted to the AAA until your Dispute is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision.
- STAGE ONE: If at least 50 Disputes are submitted as part of the Mass Arbitration, counsel for the claimants and counsel for Gap Inc. shall each select 25 Disputes to be filed and to proceed as cases in individual arbitrations as part of this initial staged process. The number of Disputes to be selected to proceed in Stage One can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage One). Each of the 50 (or fewer) cases shall be assigned to a different arbitrator and proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage One. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this initial set of proceedings, counsel for the parties shall participate in a global mediation session with a retired federal or state court judge jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stage One), and Gap Inc. shall pay the mediator’s fee.
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STAGE TWO: If the remaining Disputes have not been resolved at the conclusion of Stage One, counsel for the claimants and counsel for Gap Inc. shall each select 25 Disputes per side to be filed and to proceed as cases in individual arbitrations as part of a second staged process. The number of Disputes to be selected to proceed as part of this second staged process can be increased by agreement of counsel for the parties (and if there are fewer than 50 Disputes, all shall proceed individually in Stage Two). No more than three cases may be assigned to a single arbitrator to proceed individually. If a case is withdrawn before the issuance of an arbitration award, another claim shall be selected to proceed as part of Stage Two. The remaining Disputes shall not be filed or deemed filed in arbitration nor shall any arbitration fees be assessed or collected in connection with those claims. After this second set of staged proceedings, the parties shall engage in a global mediation session of all remaining Disputes with a retired federal or state court judge jointly selected by counsel in an effort to resolve the remaining Disputes (as informed by the adjudications of cases in Stages One and Two), and Gap Inc. shall pay the mediator’s fee.
Upon the completion of the mediation set forth in Stage Two, each remaining Dispute (if any) that is not settled or not withdrawn shall be opted out of arbitration and may proceed in a court of competent jurisdiction consistent with the remainder of the Programs Terms and Conditions. Notwithstanding the foregoing, counsel for the parties may mutually agree in writing to proceed with the adjudication of some or all of the remaining Disputes in individual arbitrations consistent with the process set forth in Stage Two (except Disputes shall be randomly selected and mediation shall be elective by agreement of counsel) or through another mutually-agreeable process. A court of competent jurisdiction shall have the authority to enforce the Additional Procedures for Mass Arbitration, including the power to enjoin the filing or prosecution of arbitrations and the assessment or collection of arbitration fees. The Additional Procedures for Mass Arbitration provision and each of its requirements are essential parts of this arbitration agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Mass Arbitration apply to your Dispute and are not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of the Program Terms and Conditions.
- Future Changes to Arbitration Agreement. If we make any future changes to this arbitration agreement (other than a change to Gap Inc.’s contact information), you may reject any such change by sending your personally signed, written notice to the following address within 30 days of the change: Gap Inc., Attn: General Counsel, 2 Folsom Street, San Francisco, CA 94105 with a clear statement that you wish to opt out of changes to the arbitration agreement. Such written notice does not constitute an opt out of arbitration altogether. By rejecting any future change, you are agreeing that you will arbitrate any Dispute between you and Gap Inc. in accordance with this version of the arbitration agreement.
Class Action Waiver and Jury Trial Waiver
YOU AND WE EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN LITIGATION, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND WE AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN ARBITRATION OR IN COURT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND WE WAIVE THE RIGHT TO A JURY TRIAL.
GOVERNING LAW AND VENUE:
Except with respect to the arbitration agreement, these Program Terms and Conditions and your participation in the Program are governed by the laws of the state of California, without regard to California’s conflict of laws rules. If the arbitration agreement is ever deemed unenforceable or void, or a dispute between the parties is not subject to arbitration, you irrevocably consent to the exclusive jurisdiction of the federal and state courts in San Francisco County, California for purposes of any legal action arising out of or related to the Program or the Program Terms and Conditions, and waive any objections as to personal jurisdiction or as to the laying of venue in such courts due to: (1) inconvenient forum or (2) any other basis or any right to seek to transfer or change venue of any such action to another court.
Termination:
You may terminate the Program Terms and Conditions at any time by cancelling your Membership. Gap Inc. also may terminate these Program Terms and Conditions at any time without notice, and accordingly may deny you Membership and access to the Program, if in our sole judgment you fail to comply with any term or provision of the Program Terms and Conditions. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of the Program Terms and Conditions for all purposes.
SEVERABILITY AND SURVIVAL:
Except as otherwise provided herein, if any provision of the Program Terms and Conditions shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from the Program Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.
In addition to such other provisions that, by their terms, survive any termination or expiration of the Program Terms and Conditions, the following sections shall survive termination: (1) Limitation of Liability; (2) Release of Liability; (3) Dispute Resolution (Including Arbitration Agreement; Class Action Waiver; Jury Trial Waiver); and (4) Governing Law and Venue.
GENERAL:
The waiver of any provision of the Program Terms and Conditions 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. The Program Terms and Conditions constitutes the entire agreement between us relating to your participation in the Program.
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Effective as of June 18, 2024.