GAPS Partners – Partner Program Terms

Effective: October 12, 2026 · Version 1.0

These Partner Program Terms (the "Terms") govern participation in the GAPS Partners program (the "Partner Program" or the "Program"), offered by GAPS Company, a business owned and operated by Efrain Torres, 819 W Inwood Dr, Arlington, TX 76013 ("GAPS"), (817) 254-0111, sales@gapscompany.com. The Program lets approved artists and creators buy custom apparel and merchandise produced by GAPS at discounted prices and resell it to their own customers, and lets approved direct buyers buy for their own use. Each approved participant, at any level, is a "Participant" ("you"). In these Terms, "Partner" and "Partner Levels" mean Participants at the Partner, Partner Pro, or Elite Partner level, and "Frequent Client" means a Participant at the Frequent Client level (Section 1). By applying to or participating in the Program, you accept these Terms.

GAPS may provide a Spanish version of these Terms for convenience. If the versions conflict, the English version controls.

1. Application, Approval, and Levels

• To join, you must submit an application with accurate business and contact information, sample designs, and any information GAPS reasonably requests (e.g., a Texas sales tax permit number, if you have one).

• GAPS approves, rejects, or limits applications in its sole discretion and is not required to give reasons. Approval is personal to you and may not be transferred.

• You must be at least 18 years old and able to enter into a binding contract. You must keep your account information current.

• Levels. The Program has four levels: (a) Partner; (b) Partner Pro; (c) Frequent Client, for direct buyers such as churches, schools, and businesses that buy products for their own use and do not resell them; and (d) Elite Partner, available by invitation only.

• Assignment of levels is GAPS's decision. GAPS (through its owner, Efrain Torres) assigns, changes, or removes each Participant's level in its sole discretion, and may change a level at any time by notice to you by email. No Participant has a right to any level, to remain at a level, or to be invited to Elite Partner, regardless of purchase volume or any other factor. Any factors GAPS may consider (such as order volume, payment history, quality of designs, or conduct) are guidelines only and are not binding on GAPS. A level change applies to orders placed after the notice and does not affect orders already paid.

• Frequent Clients. Frequent Clients buy for their own use and may not resell products purchased at that level. Distribution of products to their own members, employees, students, or volunteers for their own purposes is permitted. A Frequent Client that wants to resell must apply for a Partner Level. For Frequent Clients, the resale provisions of Section 3, the blind/white-label shipping and end-customer provisions of Section 5, and the Advertised Price and Brand Use Policy in Section 11 do not apply. All other Sections apply, including Section 4 (Design Rights) for any artwork a Frequent Client submits.

2. Ordering, Pricing, and Payment

• Pricing and discounts. The discounts and pricing for each level are set out in a separate Discount Schedule that GAPS provides to you (for example, by email or in your account). The Discount Schedule may also include minimum order quantities, setup or screen fees, rush fees, custom label and packaging fees, and shipping rates. These Terms do not set any fixed discount. GAPS may update the Discount Schedule by giving you at least 30 days' notice; updates do not affect orders already paid.

• Prepayment. All levels pay in advance. Unless GAPS agrees otherwise in writing under this Section, each order must be paid in full before production begins, and production begins only after payment has cleared. GAPS does not extend credit, net terms, or invoicing after delivery except as stated below for Elite Partners.

• Elite Partner payment options. An Elite Partner may pay either (a) in full in advance, or (b) with a 50% deposit before production begins and the balance before shipment; products are not shipped until the balance has cleared.

• Net 15 (Elite Partners only, by written approval). GAPS may, in its sole discretion and only by written approval, allow an Elite Partner to pay invoices within 15 days after the invoice date ("Net 15"). Net 15 is subject to a credit limit of US$2,000 in total outstanding invoices, or a lower amount set by GAPS in writing. If any invoice is not paid on time, the Elite Partner automatically returns to prepayment for all future orders, without further notice, and GAPS may hold any pending, in-production, or finished orders until all past-due amounts are paid. GAPS may withdraw Net 15 approval or reduce the credit limit at any time by notice.

• Late invoices. A late invoice is subject to a late fee of US$25 per late invoice. In no event will any late fee, interest, or other charge exceed the maximum permitted by Texas law; any excess charged or received will be credited to the amount owed or refunded.

• An order is accepted only when GAPS accepts it in writing (email is sufficient) and the required payment (or approved deposit or Net 15 approval) clears. GAPS may decline any order, including for content reasons under Section 4.

• Proofs: when GAPS provides a digital proof, you must approve it before production. You are responsible for spelling, colors as described, sizes, quantities, and placement in the approved proof. Minor variations in color, placement (within about 1/4 inch), and size from screen to fabric are normal and are not defects.

• Cancellations and refunds: you may cancel an order for a full refund before you approve the proof and before production begins. After production begins, orders cannot be cancelled or refunded, except for defects or errors caused by GAPS, which GAPS will remedy by reprinting the affected items or issuing a credit, at GAPS's choice (see also Section 7). Orders cancelled by GAPS for infringement are handled under Section 4.

3. Sales Tax, Resale Certificate, and Exemptions

• Partner Levels. To buy tax-free for resale, you must provide GAPS with a properly completed and signed Texas Sales and Use Tax Resale Certificate (Form 01-339) and keep it current. Without a valid certificate, GAPS will charge applicable Texas sales tax on your purchases.

• Partner Levels. You are solely responsible for registering for, collecting, reporting, and remitting all sales, use, and other taxes on your resales to your customers, in Texas and in any other state where you have obligations.

• Frequent Clients. Purchases by Frequent Clients are for their own use, and GAPS will charge applicable Texas sales tax unless the Frequent Client provides, before invoicing, a properly completed exemption certificate (the Exemption Certification on the back side of Texas Form 01-339) or other qualifying proof of exemption, such as a sales tax exemption letter for a nonprofit organization. The Frequent Client must keep its exemption documentation current and notify GAPS if its exempt status changes.

4. Design Rights and Content

• Scope. This Section 4 applies to all Participants at every level, including Frequent Clients, for any designs or artwork they submit.

• Representations and warranties. You represent and warrant that you own, or have a valid written license to use, all designs, logos, artwork, text, photographs, and other content you submit ("Designs"), and that the Designs and their reproduction and sale do not infringe or violate any third party's trademark, copyright, right of publicity or likeness, or other rights.

• Prohibited content without a written license. You may not submit Designs containing third-party trademarks, logos, or brand names; copyrighted characters, artwork, or images; the name, image, or likeness of any person; sports teams, leagues, or athletes; schools, colleges, or universities; or entertainment, cartoon, video game, or other character intellectual property, unless you hold a written license from the rights holder and provide a copy to GAPS upon request.

• Limited license to GAPS. You grant GAPS a limited, non-exclusive, royalty-free license to reproduce, print, embroider, and otherwise use the Designs solely to produce, ship, and support your orders (including proofs and production files). GAPS will not sell your Designs to others or use them for any other purpose without your written permission. GAPS will show photos of your completed products in its portfolio or social media only with your permission (email is sufficient).

• Refusal and cancellation. GAPS may refuse, hold, or cancel any order that GAPS believes in good faith may infringe third-party rights or contains unlawful, hateful, or obscene content. If GAPS cancels before production, it will refund the amount paid; if the cancellation is due to infringement after production has begun, GAPS will refund the amount paid minus costs already incurred (such as materials, setup, and production work).

• Notice of a claim. If GAPS receives notice of a claim or complaint involving your Designs, GAPS may suspend production of the affected Designs or your account, with notice to you, while the matter is resolved, and may share the necessary information with the claimant or its representative as permitted by law.

• Indemnification. You will defend, indemnify, and hold harmless GAPS, its owner, employees, and contractors from and against all claims, demands, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorney's fees and court costs) arising out of or related to any actual or alleged infringement or violation of intellectual property, publicity, or other rights by your Designs or your products. GAPS will notify you of the claim, may participate with counsel of its choice at its own expense, and you may not settle any claim that imposes obligations on GAPS without its written consent.

• Survival. This Section 4 survives termination or expiration of these Terms and of your participation in the Program.

5. Blind / White-Label Shipping

• Scope. This Section 5 applies only to Partner Levels. For Frequent Clients, GAPS ships under GAPS's own name and packaging to the address the Frequent Client provides, and the Frequent Client remains responsible for providing a complete and correct address.

• At your request, GAPS will ship orders directly to your customers in neutral packaging without GAPS branding or pricing, using your name (or business name) as the sender and return name. Custom labels, packing slips, inserts, and packaging are available on request; fees are as set out in the Discount Schedule or in a written quote from GAPS.

• You are responsible for providing complete and correct shipping addresses. Costs of reshipping due to incorrect or incomplete addresses, or refused or unclaimed packages, are your responsibility.

• Your customers are your customers. You are solely responsible for your end customers, including sales, returns, exchanges, refunds, customer service, product descriptions and advertising, and compliance with consumer protection, privacy, and other laws that apply to your sales. GAPS will not communicate directly with your customers except as necessary for delivery or as required by law.

6. Shipping and Risk of Loss

• Delivery terms: title and risk of loss pass to you when GAPS delivers the products to the carrier. Shipping dates are estimates. GAPS will reasonably assist with carrier claims, and you may purchase shipping insurance where offered.

7. Defects and Claims

• You must inspect orders (or have your customer report problems) and notify GAPS of any manufacturing defect, misprint, or shortage within 7 days after delivery, with clear photos of the products and labels and the order number. Claims not made within 7 days are waived.

• For valid claims, GAPS will, at its option, reprint or replace the affected items or issue a credit or refund for them. Products that match the approved proof, or issues caused by the Design files you provided, are not defects.

8. Disclaimer and Limitation of Liability

• EXCEPT AS EXPRESSLY STATED IN THESE TERMS, PRODUCTS AND SERVICES ARE PROVIDED "AS IS," AND GAPS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT PERMITTED BY LAW.

• GAPS'S TOTAL LIABILITY FOR ANY CLAIM RELATED TO AN ORDER WILL NOT EXCEED THE PRICE YOU PAID FOR THAT ORDER. GAPS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST SALES, OR LOSS OF GOODWILL.

9. Relationship of the Parties

• You are an independent contractor and independent business.

• "Partner" is a marketing name only. The use of the terms "Partner," "Partner Pro," "Elite Partner," "Frequent Client," "GAPS Partners," or "Partner Program" does not create a legal partnership, joint venture, agency, franchise, or employment relationship (or any fiduciary relationship) between you and GAPS. Neither party may bind the other or incur any obligation on the other's behalf.

• The Program is non-exclusive. You may buy from other suppliers, and GAPS may work with other Partners, artists, and customers, including in the same markets.

• You may not hold yourself out as GAPS, as an employee or agent of GAPS, or as an official GAPS store, and you may not make any warranty or promise on behalf of GAPS.

10. Use of GAPS Marks

• You may use the GAPS name, logos, and marks ("GAPS Marks") only as permitted by GAPS in writing (for example, "Printed by GAPS Company"), and subject to the GAPS Advertised Price and Brand Use Policy (Section 11). Any permission to use GAPS Marks is revocable at any time. All goodwill from use of the GAPS Marks belongs to GAPS.

11. GAPS Advertised Price and Brand Use Policy (Unilateral Policy)

11.1 Nature and scope of this policy. This policy applies only to Participants who resell products (Partner Levels); it does not apply to Frequent Clients. This is a unilateral policy adopted by GAPS in its sole discretion. It is not an agreement, and GAPS does not seek or accept any agreement, assurance, or acknowledgment from any Partner regarding resale prices. GAPS will not negotiate this policy with any Partner, and acceptance of these Terms does not constitute agreement to this policy or to any price.

11.2 Resale prices are yours. Each Partner is completely free to set its own resale prices, discounts, and promotions, at any level, at its sole discretion. GAPS does not set, approve, or review Partners' resale prices.

11.3 What the policy covers. The policy concerns only the use of the GAPS Marks. GAPS permits the use of the GAPS Marks in advertisements only where the advertised price of a product shown is not below GAPS's own published retail price for that product, if any ("GAPS Published Retail Price"). The GAPS Published Retail Prices are the prices shown on the GAPS website at https://gapscompany.com/ at the time of the advertisement. A Partner who chooses to advertise at a lower price may do so freely, but without using the GAPS Marks in that advertisement.

11.4 GAPS's sole action. If GAPS determines, in its discretion, that the GAPS Marks have been used in a manner inconsistent with this policy, GAPS's only action will be, at its discretion, to withdraw permission to use the GAPS Marks and/or to end the Partner's participation in the Program. GAPS will not impose fines, require price changes, or seek any assurance about future pricing.

11.5 No coordination. GAPS will not discuss any Partner's prices with any other Partner and does not ask Partners to monitor, report on, or enforce this policy against other Partners. Partners have no role in applying this policy, and GAPS will not act on any agreement or coordination among Partners regarding prices.

11.6 Changes. GAPS may change or discontinue this policy at any time, at its sole discretion.

12. Inactivity, Suspension, and Termination

• Inactivity. If your account has no orders for 90 consecutive days, GAPS may deactivate it after sending email notice to your account email at least 10 days in advance. You may reactivate at any time by emailing GAPS at sales@gapscompany.com, subject to updated Terms and pricing. Deactivation does not affect paid orders.

• Termination. Either party may end your participation at any time, for any reason, by written or email notice. GAPS may suspend or terminate immediately for breach of these Terms, non-payment, infringement claims, unlawful conduct, or conduct that harms GAPS's reputation.

• Effect. On termination, permission to use the GAPS Marks ends; GAPS will complete or refund paid orders not yet in production, at its option (except orders cancelled under Section 4); and Sections 3, 4, 5 (as to your responsibility for your customers), 7, 8, 9, 13, and 15 survive.

13. Confidentiality and Data

• Each party will keep confidential the other's non-public business information received through the Program (including the Discount Schedule and pricing, design files, and customer addresses) and use it only for the Program. GAPS will use your customers' shipping data only to fulfill and deliver orders. GAPS's Privacy Policy is available at https://gapscompany.com/privacy.

14. Changes to These Terms

• GAPS may change these Terms or the Discount Schedule by giving at least 30 days' notice by email and/or by posting on the website. Changes apply to orders placed after the effective date. If you do not agree, you may end your participation before the changes take effect. (GAPS may change the Section 11 unilateral policy at any time as stated there.)

15. Governing Law and Venue

• These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Tarrant County, Texas, and the parties consent to their jurisdiction.

16. General

• Entire agreement: these Terms, the Discount Schedule, and any order acceptances are the entire agreement on the Program (the Section 11 policy is a unilateral GAPS policy, not part of the agreement). Severability: if a provision is unenforceable, the rest remains in effect. No waiver unless in writing. Assignment: you may not assign without GAPS's consent; GAPS may assign these Terms to an entity it controls or to a successor to its business (for example, a limited liability company formed by Efrain Torres), with notice to you. Notices: by email to the addresses on file, or by mail to the addresses above. Force majeure: neither party is liable for delays beyond its reasonable control, except payment obligations.

17. Contact

GAPS Company · 819 W Inwood Dr, Arlington, TX 76013 · (817) 254-0111 · sales@gapscompany.com

Acceptance

You accept these Terms by submitting an application to the Program or by placing an order as a Participant. GAPS can provide a signed copy of these Terms on request.

GAPS Company · 819 W Inwood Dr, Arlington, TX 76013 · (817) 254-0111