Outlogic amended complaint

FIRST AMENDED COMPLAINT-JURY TRIAL DEMANDED CASE NO. 21-cv-09592-VKD 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) 590-2335 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 (admitted pro hac vice) 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., A CALIFORNIA CORPORATION; AND NYBSYS, INC., A NEW YORK CORPORATION, Defendants. Case No. 21-cv-09592-VKD FIRST AMENDED COMPLAINT JURY TRIAL DEMANDED Case 5:21-cv-09592-VKD Document 31 Filed 02/10/22 Page 1 of 15

1 FIRST AMENDED COMPLAINT-JURY TRIAL DEMANDED CASE NO. 21-cv-09592-VKD 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 Plaintiff OUTLOGIC, LLC (“Plaintiff”), brings this action and alleges as follows upon personal knowledge as to itself and its own acts and experiences, and as to all other matters, upon information and belief pursuant to the investigation of Plaintiff and its counsel. NATURE OF THE ACTION 1. Plaintiff Outlogic, LLC (“Outlogic” or “Plaintiff”) is a provider of aggregated geolocation information and insights, which it licenses to a range of businesses for their internal use, including for public health, civic technology, market research and other purposes. Outlogic is the successor in interest to X-Mode Social, Inc. (“X-Mode”). Outlogic (and X-Mode before it) invests substantial resources in developing and protecting its proprietary data (the “X-Mode Data”) against improper use or dissemination, and derives great value from the fact that such data is not generally available and can only be obtained through a paid, restrictive license. 2. X-Mode and Nybsys, Inc., a New York corporation (“Nybsys NY”), entered into a Data License Agreement dated April 27, 2020 (the “Agreement”), pursuant to which X-Mode licensed the X-Mode Data to Nybsys NY, subject to detailed confidentiality and non-disclosure obligations. 3. A week later, an entity with the same name, Nybsys Inc., was incorporated as a domestic corporation in California (“Nybsys CA”). On information and belief, Nybsys NY and Nybsys CA (collectively, “Nybsys”) are the alter egos of each other and form a single enterprise. 4. Nybsys has breached that agreement and misappropriated X-Mode’s trade secrets by sublicensing the X-Mode Data in stark violation of the parties’ agreement and applicable law, resulting in damage to X-Mode. The unlawfully sublicensed data was distributed to third parties including competitors, leading to enormous loss of revenue and business opportunities to X-Mode, as data that X-Mode expended significant resources developing was disseminated throughout the data ecosystem. Nybsys further breached that agreement by refusing to pay a substantial portion of the fees it owed to X-Mode for the license period during which it was receiving the X-Mode Data (specifically for the months February and March 2021), totaling at least $72,000 plus interest. Case 5:21-cv-09592-VKD Document 31 Filed 02/10/22 Page 2 of 15

2 FIRST AMENDED COMPLAINT-JURY TRIAL DEMANDED CASE NO. 21-cv-09592-VKD 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 PARTIES 5. Outlogic, LLC is a Virginia limited liability company. Its principal place of business is Reston, Virginia. Outlogic is a successor-in-interest to X-Mode Social, Inc., with X-Mode having assigned to Outlogic substantially all of its assets (including without limitation all claims, causes of action, intellectual property rights, and remedies against infringements thereof) in or around May 2021. 6. X-Mode Social, Inc. is a Delaware corporation having its principal place of business in Reston, Virginia. X-Mode is no longer an operational entity for purposes of the activities alleged herein. However, because the events herein occurred with respect to X-Mode (as Outlogic’s predecessor-in-interest), for ease of reference the complaint uses “X-Mode” to refer to Plaintiff in both its current and prior form. 7. Nybsys, Inc. is separately incorporated in California and New York. 8. Nybsys CA has its principal place of business in San Jose, California. Nybsys’s website (https://www.nybsys.com/) lists its San Jose address at 2674 North 1st Street #220, San Jose, CA 95134. 9. On information and belief, Nybsys NY shares the same principal place of business in San Jose as Nybsys CA. In the Agreement, Nybsys NY identified its website as https://www.nybsys.com/, and the office address listed on that website was updated from New York to California following the incorporation of Nybsys CA. 10. On information and belief, Nybsys NY and Nybsys CA are the alter egos of each other and form a single enterprise. Both hold themselves out as a single business entity to third parties such as X-Mode, using one name, one website, and one U.S. business address. 11. On information and belief, both entities also share common officers, directors, and employees. For instance, Moshtaq Ahmed is the CEO of both Nybsys NY and Nybsys CA. In addition, Ahmed and Dan O’Malley, the Chief Operating Officer and Secretary of Nybsys CA, were X-Mode’s primary contacts with respect to the Agreement entered into by Nybsys NY. 12. On information and belief, both entities commingle assets with the other, including the X-Mode Data licensed under the Agreement. In addition, on information and belief, Nybsys CA Case 5:21-cv-09592-VKD Document 31 Filed 02/10/22 Page 3 of 15