Ring Concierge and Pretty Brown Girl Commercial Co-Venture

COMMERCIAL CO-VENTURE TERMS AND CONDITIONS

THIS COMMERCIAL CO-VENTURE WILL NOT APPLY TO PURCHASES BY CUSTOMERS IN MASSACHUSETTS, ALABAMA, SOUTH CAROLINA [AND RHODE ISLAND]. NO DONATIONS WILL BE MADE FROM PURCHASES BY CUSTOMERS IN THOSE STATES.

INFORMATION SUMMARY

DONATION INFORMATION
Name of Charity Name of Sponsor	Pretty Brown Girl Foundation, a Michigan nonprofit corporation Ring Concierge, LLC, a New York limited liability company
Donation Amount	15% of the Gross Profits From Sales of each Product
Dates of Promotion	4/1/21 through 12/31/21
More Information	https://prettybrowngirl.org/

Sponsor: Ring Concierge, LLC (“Sponsor”), with its headquarters at 18 East 48th Street, Suite 1301A, New York, NY, 10017. Charitable Organization: Pretty Brown Girl Foundation (“Charitable Organization”), with its headquarters at 22251 Abington Drive, Farmington Hills, MI 48335.

Timing: The Ring Concierge and Pretty Brown Girl Commercial Co-Venture ("Commercial Co-Venture") begins on April 1, 2021 at 12:00 a.m. Eastern Time ("ET") and ends on December 31, 2021 at 11:59 p.m. ET ("Commercial Co-Venture Period").
Charitable Purpose: The money raised through this Commercial Co-Venture will help the Charitable Organization further its charitable work by supporting their promotion of self-confidence and leadership development for girls of color. Through this Commercial Co-Venture, Sponsor will provide the Charitable Organization with a monetary donation based on the qualifying products sold from the Ring Concierge website www.ringconcierge.com/collections/rc-cares-pretty-brown-girl-collection (“RC-Store”) during the Commercial Co-Venture Period. Visit https://prettybrowngirl.com for further information about the Charitable Organization. Additionally, information concerning the Charitable Organization, including financial, licensing and charitable purpose information, may be obtained without cost by writing to the Charitable Organization at the above address.

How to Participate: During the Commercial Co-Venture Period, purchase any qualifying item (as indicated in the RC-Store) from the RC-Store (“Qualifying Purchase”). For each Qualifying Purchase, Sponsor will donate fifteen percent (15%) of the gross profits of the Qualifying Purchase to the Charitable Organization. Gross profits shall mean fifteen percent (15%) of gross proceeds from sales of the Products less less returns, allowances, discounts, and direct expenses for such sales such as shipping costs, storage costs, costs of materials and costs to manufacture the Products.

Sponsor is not a tax-exempt entity and no portion of any Qualifying Purchase is tax deductible.

Donation Payment: Sponsor will make the donation related to each Qualifying Purchase within 30 days of such Qualifying Purchase. Sponsor will deliver each donation amount to Charitable Organization by ACH/wire. Charitable Organization has the right to review or audit the books and records of Sponsor relating to the Commercial Co-Venture to verify the accuracy of the donation.

Release: By making a Qualifying Purchase, participant agrees to release and hold harmless Sponsor, Charitable Organization, and their respective parents, subsidiaries, affiliates, suppliers, distributors, advertising/promotion agencies, and suppliers, and each of their respective officers, directors, employees and agents (collectively, “Released Parties”) from and against any claim or cause of action, including, but not limited to, personal injury, death, or damage to or loss of property, arising out of the Qualifying Purchase, participation in the Commercial Co-Venture and/or use, misuse or consumption of the qualifying item. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

General Conditions: Each of Charitable Organization and Sponsor have the right to terminate the Commercial Co-Venture in certain circumstances. If any such termination occurs, the Commercial Co-Venture may be terminated prior to the end of the Commercial Co-
Venture Period. In such instance, Sponsor will make the donations keyed to Qualifying Purchases occurring prior to such termination within 30 days of such termination.

Limitations of Liability: By making a Qualifying Purchase, participant agrees that the Released Parties are not responsible for: (1) any incorrect or inaccurate information, whether caused by participants, typographical, printing errors or by any of the equipment or programming associated with or utilized in the Commercial Co-Venture; (2) technical failures of any kind, including, but not limited to malfunctions, interruptions, or disconnections in phone lines or network hardware or software, or lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions; (3) unauthorized human intervention in any part of the Commercial Co-Venture; (4) other errors or problems of any kind relating to or in connection with the Commercial Co-Venture, whether printing, typographical, technical, computer, network, mechanical, or human error or otherwise, which may occur in the administration of the Commercial Co-Venture, the processing of Qualifying Purchases or in any Commercial Co-Venture-related materials; (5) late, lost, undeliverable, delayed, inaccurate, garbled, damaged or stolen mail or sales data; or (6) any injury or damage to persons or property which may be caused, directly or indirectly, in whole or in part, from participation in the Commercial Co-Venture. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Choice of Law/Disputes: By making a Qualifying Purchase, participant agrees as follows:

All matters relating to participant’s purchase of Qualifying Products in connection with the Commercial Co-Venture, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding by participant arising out of, or related to, participant’s purchase of the Qualifying Products or the Commercial Co-Venture shall be instituted exclusively in the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof. Participant waives any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Arbitration

Notwithstanding the foregoing, in Sponsor’s sole discretion, participant may be required to submit any disputes arising from participant’s purchase of Qualifying Products in connection with the Commercial Co-Venture to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying New York law.

Severability. If any part of these Terms and Conditions is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions and such severable part shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms and Conditions, so that these Terms and Conditions shall remain in full force and effect.

CERTAIN LEGAL DISCLOSURES:

A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION OF PRETTY BROWN GIRL FOUNDATION MAY BE OBTAINED FROM THE MICHIGAN SECRETARY OF STATE. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE.

TO THE EXTENT APPLICABLE, BELOW ARE CERTAIN STATE SPECIFIC LEGAL DISCLOSURES RELATING TO THE COMMERCIAL CO-VENTURE:

FLORIDA: A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL-FREE WITHIN THE STATE. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE.

MARYLAND: COPIES OF DOCUMENTS AND INFORMATION SUBMITTED BY PRETTY BROWN GIRL FOUNDATION ARE AVAILABLE FOR THE COST OF COPIES AND POSTAGE FROM THE SECRETARY OF STATE, STATEHOUSE, ANNAPOLIS, MD 21401, 1-410-974-5534.

MISSISSIPPI: THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION OF PRETTY BROWN GIRL FOUNDATION MAY BE OBTAINED FROM THE MISSISSIPPI SECRETARY OF STATE'S OFFICE BY CALLING 1-888-236-6167.

NEW YORK: NEW YORK RESIDENTS MAY OBTAIN A COPY OF PRETTY BROWN GIRL FOUNDATION’S ANNUAL REPORT BY WRITING TO THE OFFICE OF THE ATTORNEY GENERAL, DEPARTMENT OF LAW, CHARITIES BUREAU, 120 BROADWAY, NEW YORK, NY 10271.

NEW JERSEY: INFORMATION FILED WITH THE ATTORNEY GENERAL CONCERNING THIS CHARITABLE SOLICITATION AND THE PERCENTAGE OF CONTRIBUTIONS RECEIVED BY THE CHARITY DURING THE LAST REPORTING PERIOD THAT WERE DEDICATED TO THE CHARITABLE PURPOSE MAY BE OBTAINED FROM THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY BY CALLING (973) 504-6215 AND IS AVAILABLE ON THE INTERNET AT WWW.NJCONSUMERAFFAIRS.GOV/OCP.HTM#CHARITY. REGISTRATION WITH THE ATTORNEY GENERAL DOES NOT IMPLY ENDORSEMENT.

NORTH CAROLINA: FINANCIAL INFORMATION ABOUT PRETTY BROWN GIRL FOUNDATION IS AVAILABLE FROM THE STATE SOLICITATION LICENSING BRANCH AT (888) 830-4989.

PENNSYLVANIA: THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION OF PRETTY BROWN GIRL FOUNDATION MAY BE OBTAINED FROM THE PENNSYLVANIA DEPARTMENT OF STATE BY CALLING TOLL-FREE, WITHIN PENNSYLVANIA, 1-800-732-0999.

VIRGINIA: A FINANCIAL STATEMENT FOR THE MOST RECENT FISCAL YEAR IS AVAILABLE UPON REQUEST FROM THE STATE DIVISION OF CONSUMER AFFAIRS, P.O. BOX 1163, RICHMOND, VA 23209; 1-804-786-1343.

WASHINGTON: YOU MAY OBTAIN ADDITIONAL FINANCIAL DISCLOSURE INFORMATION BY CONTACTING THE SECRETARY OF STATE AT 1-800-332-GIVE.

WEST VIRGINIA: WEST VIRGINIA RESIDENTS MAY OBTAIN A SUMMARY OF THE REGISTRATION AND FINANCIAL DOCUMENTS FROM THE SECRETARY OF STATE, STATE CAPITAL, CHARLESTON, WV 25305.

CHARITABLE ORGANIZATION DOES NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES ABOUT OR OTHERWISE ENDORSE THE QUALIFYING PRODUCTS.