Outlogic — Testimony

DECLARATION OF GEORGE DONIS YANCEY II IN SUPPORT OF MOTION FOR EXPEDITED DISCOVERY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Alexei Klestoff (SBN 224016) ZWILLGEN LAW LLP 369 Pine Street, Suite 506 San Francisco, CA 94104 Telephone: (415) 590-2340 Facsimile: (415) 636-5965 alexei@zwillgen.com Sheri Pan (SBN 316136) ZWILLGEN PLLC 183 Madison Avenue, Suite 1504 New York, NY 10016 Telephone: (646) 362-5590 sheri@zwillgen.com Nicholas Jackson (pro hac vice application forthcoming) ZWILLGEN PLLC 1900 M Street NW, Suite 250 Washington, DC 20036 Telephone: (202) 296-3585 nick@zwillgen.com Attorneys for Plaintiff OUTLOGIC, LLC UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA OUTLOGIC, LLC, Plaintiff, vs. NYBSYS, INC., Defendant. Case No.: DECLARATION OF GEORGE DONIS YANCEY II IN SUPPORT OF PLAINTIFF’S MOTION FOR EXPEDITED DISCOVERY DocuSign Envelope ID: 8DC922AA-92AF-46E2-B35F-EBA069ACFDB8Case 5:21-cv-09592-VKD Document 4-3 Filed 12/11/21 Page 1 of 4

1 DECLARATION OF GEORGE DONIS YANCEY II IN SUPPORT OF MOTION FOR EXPEDITED DISCOVERY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I, George Donis Yancey II, declare under penalty of perjury that the following facts are true and correct to the best of my information and belief: 1. I am currently employed at Outlogic, LLC (“Outlogic”), the successor in interest to X-Mode Social, Inc. (“X-Mode”). I have been employed at Outlogic (and previously X-Mode) since May 2016. My current position is Chief Business Officer. 2. Among my duties as Chief Business Officer, I am responsible for Outlogic’s (and X-Mode’s before it) relationship with its customers, including former customer Nybsys, Inc. (“Nybsys”). Due to my experience in this role and my experience in the industry generally, I am familiar with X-Mode’s contracts and relationship with Nybsys. As Chief Business Officer, I am also responsible for overseeing the company’s products and protection of its intellectual property, among which is X-Mode’s proprietary data sets of geo-location information. 3. During the relevant time period, X-Mode’s primary business consisted of creating and developing proprietary data sets of geo-location information linked to device identifiers (“X- Mode Data”). It licensed the geo-location data to certain commercial and non-profit entities for their internal purposes, including public health, research, market analytics, and other purposes. Customers pay substantial fees to license X-Mode Data, and the data derives that commercial value by virtue of remaining confidential and not generally known. 4. To protect its trade secrets, Outlogic (and X-Mode before it) invests substantial efforts in maintaining the confidentiality of X-Mode Data. It licenses the data pursuant to strict confidentiality and no-resale provisions. Each licensee must agree to be bound by the confidentiality and other license terms in order to obtain access to X-Mode Data. 5. Outlogic (and X-Mode before it) also incorporates into its licensing terms extensive privacy and data protection obligations. For example, it prohibits customers from manipulating X- Mode Data to re-identify an anonymous user; merging personally identifiable information with the data; associating the data with sensitive locations, such as those related to healthcare, addiction, or sexual orientation; and using the data to make decisions about a person’s employment, credit, or insurance. DocuSign Envelope ID: 8DC922AA-92AF-46E2-B35F-EBA069ACFDB8Case 5:21-cv-09592-VKD Document 4-3 Filed 12/11/21 Page 2 of 4

2 DECLARATION OF GEORGE DONIS YANCEY II IN SUPPORT OF MOTION FOR EXPEDITED DISCOVERY 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 6. Outlogic (and X-Mode before it) further implements technical safeguards to protect the X-Mode Data. In each data feed that it provides a licensee, it inserts traceable data elements that are unique to the individual customer for the purposes of detecting and preventing misappropriation of the proprietary X-Mode Data. Using the customer-specific data elements, which are akin to a watermark, it is able to determine the origin of each instance of X-Mode Data. 7. On or around April 27, 2020, Nybsys obtained a non-exclusive, non-transferable, and non-sublicensable license to use X-Mode Data for its internal purposes. The Agreement sets forth numerous restrictions on Nybsys’s use of X-Mode Data. The Agreement grants Nybsys a license to use the data solely for “Permitted Uses,” defined as “creat[ing] Audience Segments and Insights.” The Agreement expressly states that Nybsys “may not and shall not . . . provide access to the Licensed Data to any third party” and cannot sublicense the data without X-Mode’s prior written consent. The X-Mode Data is also designated as “Confidential Information.” 8. For the purpose of “ensur[ing] [Nybsys’s] compliance with the terms and conditions of this Agreement,” section 12(c) provides X-Mode the right to audit Nybsys’s “systems, books and records.” 9. In early 2021, X-Mode discovered multiple instances of X-Mode Data being distributed on data platforms. The misappropriated data contained data elements unique to Nybsys’s data feed. Because these data elements exist solely in data provided by X-Mode to Nybsys, it is clear that Nybsys disclosed X-Mode’s proprietary information to one or more other parties in violation of its confidentiality and no-resale obligations. 10. Upon discovering that Nybsys wrongfully disclosed the data, on or around April 6, 2021, X-Mode notified Nybsys that it was aware of Nybsys’s breach of the Agreement, invoked its right to terminate Nybsys’s data feed, and demanded to exercise its audit right. 11. X-Mode in the letter also requested an accounting from Nybsys, in the form of copies of all agreements whereby X-Mode Data was transferred, licensed, or otherwise disclosed for commercial purposes, and an accounting of all revenues obtained attributable to X-Mode Data. X-Mode sought the information because, although it had determined that the misappropriated data was disclosed by Nybsys, it did not and does not know the extent of the misappropriation. For DocuSign Envelope ID: 8DC922AA-92AF-46E2-B35F-EBA069ACFDB8Case 5:21-cv-09592-VKD Document 4-3 Filed 12/11/21 Page 3 of 4