pandomedia vs launchtn

8/9/2019 PandoMedia vs LaunchTN

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III

LLEG TIONS

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5. LaunchTN started the Southland Technology

&

Southern Culture

4 Conference ( Southland Conference ) in 2013. The inaugural event was held on Jun

5 12

&

13,2013, in Nashville Tennessee, the week before the popular Bonnaroo Musi

6 and Arts Festival near Nashville. The purpose of the Southland Conference was to

7 introduce investors, tech media and tech companies from across the country to the

8 Southeast's early-stage tech companies.

6. According to its 2013 Annual Report, LaunchTN received 140,000 in

sponsorship revenue from the first Southland Conference. For many of the items on

the agenda during the two-day event, the 200-to-300 seat venue was largely empty.

7. One star of the 2013 Southland Conference was Pando's CEO and

founder Sarah Lacy, whom LaunchTN hired to conduct the first on-stage interview o

the first Southland Conference. The venue was full for the interview Lacy conducted

and her performance at the 2013 Southland Conference was lauded in the local press

such as http://www.nashvillescene.comlnashville/the-southland-conference-hints-at-

the-shape-of-things-to-come-for-nashvilles-tech-community/Content?oid=3438192.

8. Lacy and Pando have vast experience successfully hosting similar even

dating back to Lacy's time at TechCrunch, for whom she hosted events like the high

successful Disrupt Beijing and helped host Disrupt San Francisco and New York.

9. On or around September 20,2013, Pando and LaunchTN entered into a

agreement entitled SOUTHLAND COLLABORATION AGREEMENT (the

Agreement ), which was executed by Pando in San Francisco, California. A true a

correct copy of the Agreement is attached hereto as Exhibit A and incorporated by

reference into each and every paragraph of this Complaint.

10. Pursuant to the terms of the Agreement, Pando and LaunchTN agreed t

collaborate on the development, promotion, programming, funding and sale of

sponsorships for and related to the Southland Conference for 2014.

1073157

2

COMPLAINT

Case3:15-cv-00318 Document1 Filed01/22/15 Page3 of 19


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11. The 2014 Southland Conference was held between June 9-12, 2014.

It

was much more successful than 2013.

It

was expanded to three days and featured

prominent national speakers such as Al Gore, Christy Turlington-Burns and Bill

Ready, with Lacy conducting the on-stage interviews. Tickets more than sold out;

initially, Pando and LaunchTN announced only 500 tickets would be available, but

ultimately some 600-700 tickets were sold. Sponsorship revenue was nearly four

times higher than in 2013, and total revenue was nearly 700,000, far surpassing 201

12. There were conflicts between the parties, however, behind the scenes.

During a dispute after the conference over allocation of profits - which resulted in

LaunchTN paying Pando nearly 100,000 of what LaunchTN had wrongly withheld-

the Agreement was terminated in October 2014 in accordance with its terms.

13. Section 6.6 of the Agreement governs the effect of the termination of th

Agreement. Section 6.6(a) precludes either party from using the Southland name fo

future event. And Section 6.6(b) expressly provides as follows:

In the event this Agreement is terminated by either party, each party

understands and agrees that, as between Pando and LaunchTN or any

of their successors or affiliates, LaunchTN retains the right to host a

conference within the southeastern, regional target market of

Southland held the week prior to the Bonnaroo Music festival so long

as Launch TN does not partner with another national media company

for a period of one year from such termination date. In addition,

Pando retains the right to host a conference during the Bonnaroo

Music festival.

14. In 2015, Bonnaroo is scheduled to be held on June 11-14.

15. Following the termination of the Agreement, both Pando and LaunchTN

announced competing conferences to take place in Nashville in 2015.

16. On or about December 1,2014, Pando announced the inaugural event f

its new flagship conference, Pando land, which would be independently produced by

1073157

3

COMPLAINT



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Breach of Contract

20. Pando realleges and incorporates by reference the preceding paragraphs

23 of the Complaint.

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Pando. The event is scheduled to be held between June 15-17,2015, in Nashville,

Tennessee, and will focus on entrepreneurship and technology from across the Unite

States. Pandoland will start the day after the Bonnaroo music festival ends.

17. On or about January 6,2015, LaunchTN announced its conference

entitled 36/86, which represents the latitude and longitude of Nashville. 36/86 is

scheduled to take place on June 8-10,2015 - two weeks before Pandoland, one week

prior to Bonnaroo and within a year of the termination of the Agreement - and will

focus on Southeastern United States culture, technology and entrepreneurship.

18. The press release LaunchTN issued on January 6 also announced that it

media partners for 36/86 included not only a regional entity, Silicon Prairie News, b

also TechCrunch, another national online media outlet covering tech news.

19. On January 6,2015, Pando's counsel called to inform LaunchTN's

counsel that Pando considered the partnership with TechCrunch to be in clear

violation of the Agreement. On January 12,2015, Launch TN's counsel said it did n

view its arrangement with TechCrunch as a partnership. However, TechCrunch's co

business includes competing with Pando in hosting such events, its editors will be

performing the same roles Pando and Lacy performed such as conducting on-stage

interviews, and a local journalist has described the relationship as a partnership.

IV.

FIRST CLAIM FOR RELIEF

21.

On September 20,2013, the Parties entered into the Agreement related

25 the 2014 Southland Conference.

26 22. Pando performed all of its obligations under the Agreement.

27 23. Following the Parties' termination of the Agreement in October 2014,

28 LaunchTN breached the Agreement. Specifically, Section 6.6(b) of the Agreement

1073157

COMPLAINT



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1 expressly prohibits LaunchTN from, within a year of the termination date of the

2 Agreement, hosting a conference within the southeastern United Stated the week pri

3 to the Bonnaroo music festival if LaunchTN partners with another national media

4 company to host the conference.

24. In direct violation of Section 6.6(b), LaunchTN announced on January

2015, that it had partnered with TechCrunch to host its 36/86 conference, scheduled

take place between June 8-10, 2015, which is the week prior to the Bonnaroo music

festival. Because LaunchTN partnered with TechCrunch to host a conference in the

southeast the week prior to Bonnaroo within one year of the termination of the

Agreement, LaunchTN materially breached the terms of the Agreement.

25. As a direct and proximate result of Launch TN's breach of the Agreemen

- by replacing Pando with a direct competitor, TechCrunch, as its media partner for

technology conference the week before Bonnaroo - LaunchTN has and will damage

Pando by,

inter li

damaging Pando's goodwill and diverting to LaunchTN ticket

and other revenue that otherwise would have gone to Pando in an amount that excee

the jurisdictional limit of this Court but which will be difficult to calculate with a

reasonable degree of certainty and will not adequately compensate Pando.

26. In the absence of preliminary and permanent injunctive relief maintainin

the status quo established by the Agreement, Pando will suffer irreparable injury. If

LaunchTN is not enjoined from partnering with TechCrunch for the 36/86 conferenc

monetary damages will be inadequate to compensate Pando for its loss of goodwill

resulting from the public impression that LaunchTN replaced Pando with TechCrunc

as its national media partner for what LaunchTN in its press release announcing 36/8

described as the successor to Southland. Alternatively, LaunchTN should be

ordered to cure the breach by moving the 36/86 conference to a date other than the o

week this year - the week before Bonnaroo - during which LaunchTN is prohibited

from partnering with a national media company like TechCrunch.

1073157

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COMPLAINT



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1 PRAYER FOR RELIEF

2 WHEREFORE Pando prays for judgment against LaunchTN as follows:

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Dated: January 22 2015

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1073157

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For preliminary and permanent injunctive relief;

For compensatory damages according to proof;

For attorneys fees to the extent permitted by law and the Agreement;

F or costs of suit; and

F or such other and further relief as may be just and proper.

Respectfully submitted

BRYAN CAVE LLP

By:/s/ Roger Myers

Roger Myers

Katherine Keating

Bradley Dugan

Attorneys for Plaintiff

PANDOMEDIA INC.

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COMPLAINT



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DATED: January 22 2015.

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1073157

DEM ND FOR U yTRI L

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PlaintiffPandoMedia Inc. a Delaware corporation by and through its attorne

of record hereby demands a trial by jury.

4

Respectfully submitted

RY NC VELLP

By: /s/ Roger Myers

Roger Myers

Katherine Keating

Bradley Dugan

Attorneys for Plaintiff

PANDOMEDIA INC.

7

COMPLAINT



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Exhibit A



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SOUTHL ND COLL OR TION GREEMENT

This Southland Collaboration Agreement ( Agreement ) is made between PandoMedia, Inc.,

a Delaware corporation ( Pando ), and Tennessee Technology Development Corporation, a

Tennessee non-profit corporation doing business as Launch Tennessee ( LaunchTN ).

WHEREAS, Pando is a media outlet and web publication offering technology news, analysis,

and commentary, with a focus on Silicon Valley and startup companies; and

WHEREAS, LaunchTN is a public-private partnership focused on supporting the development of

high-growth companies in the State of Tennessee with the ultimate goal of fostering job creation

and economic growth; and

WHEREAS, LaunchTN has an interest in working cooperatively with worthy, aligned

organizations to support projects that will enhance LaunchTN's mission and purposes; and

WHEREAS, LaunchTN would like to collaborate with Pando in connection with the Southland

Technology

Southern Culture Conference as described in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties

agree as follows:

Southland Technology Southern Culture Conference

Southland. Pando and LaunchTN will carry out the development, promotion,

programming, funding and sale of sponsorships for and related to the Southland

Technology

&

Southern Culture Conference ( Southland ). Without intending to

limit collaboration between or input from either of the parties, each party will assume

primary responsibility for the aspects of Southland specified below:

a. LaunchTN Primary Responsibilities:

i Event Logistics;

ii

Startup Recruitment and Communication;

iii

Regional Investor Recruitment;

iv. BBQ and/or Whiskey Competition;

v. Southeastern Artisans and Marketplace;

vi. Regional Sponsor Sales;

vii. Dedicated Southland Headcount for 10 Months; and

viii. 225,000 in Funding.

b. Pando Primary Responsibil ities:

i

Conference Programming (Speakers and Content);

Ii. Startup Marketing;

iii PR/Marketing;

iv. Media Recruitment;

v. National Sponsor Sales;

vi. National Investor Recruitment; and

vii. 75,000 in Speaker Benefits/Funding.

LaunchTN and Pando will collaborate to review Southland Materials (as defined

below) developed under this Agreement according to each party's standard policies

and quality review of content. As such, whether fulfil ling its primary responsibil ities

identified above or whether pursuing joint, collaborative efforts, each party shall

provide the other party the opportunity to review, offer input with respect to and

ButierSnow 17721214v1



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mutually approve of such Southland Materials; provided, however, in the event the

matter pertains to such party's primary responsibilities identified under Section 1.1(a)

or (b) above, the other party shall use reasonable best efforts to review and offer input

in a timely manner and in no event longer than 3 days after receiving the opportunity

to provide input. If the primarily responsible party does not receive input within such

3-day period from the other party, then the primarily responsible party may execute

the matter in the manner it desires, so long as it is consistent with the summary

description of Southland set forth on the attached Exhibit A to this Agreement.

1.2 Disclosure of Involvement. Each of Pando's and LaunchTN's involvement with

Southland will be disclosed in Southland Materials.

3 Endorsement/Conflicts. Each of Pando's and LaunchTN's service marks and

trademarks may be included on Southland Materials in accordance with Article 4

below. Unless expressly prohibited herein, nothing in this Agreement is intended

to prevent Pando from engaging in other similar projects outside the southeastern,

regional scope of Southland during the term of this Agreement.

1.4 Insurance. At all times during the term of this Agreement each of Pando and

LaunchTN will maintain in force commercial liability insurance in the type and amount

appropriate and customary for the conduct of business similar in nature to the one in

which each respectively is engaged and as co-producers of Southland.

2 Funding

2.1 Compensation. Each of Pando and LaunchTN will receive compensation for the

performance of its obligations under this Agreement in accordance with the terms of

this Agreement and as specified on Exhibit

A

Any additional funding will be provided

by either party only to the extent approved by both parties in writing in advance and at

its sole discretion.

2.2 Terms of Payment. Other than with respect to National Sponsorship Sales (described

further below), LaunchTN will be desiqnated as the recipient of and will receive all

Southland ticket sales, sponsorships sales and other Southland revenues. LaunchTN

will be responsible for payments to all vendors and third-party expenses related to

Southland. With respect to all revenues received, each of Pando and LaunchTN will

provide the other party a monthly accounting of all revenues received and expenses

paid. Each of Pando and LaunchTN will make all required payments as reflected

on Exhibit A to the other party pursuant to a schedule of revenue distribution agreed

upon by both parties within ninety of the last day of the event.

a. Exhibit B identifies sponsorship sources of LaunchTN that are excluded from

National Sponsorship Sales ( National Sponsorship Exclusions ). The revenues

generated from all National Sponsorship Sales, other than from sales to National

Sponsorship Exclusions, shall be received and collected by Pando.

b. Neither party shall sell category exclusives without the written permission of

the other party. In the event, however, that a category exclusive is granted

(example, Official Airlines of Southland ), LaunchTN and Pando will split evenly

the revenue derived from such sponsorship.

2

ButlerSnow 17721214v1



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3.1 Pre-Existing Materials. Each Partywill retain all copyrights in all copyrightable works

in existence prior to the Effective Date ( Pre-existing Materials ). Each Party will

specifically identify to the other in writing any Pre-Existing Materials proposed for use

in connection with Southland.

3.2 Southland Materials. Other than the Pre-existing Materials, each of Pando and

LaunchTN will share joint rights to all materials provided or created pursuant to this

Agreement, including the copyright in all copyrightable works provided or created

pursuant to this Agreement ( Southland Materials ). Accordingly, each of Pando

and LaunchTN may use, copy, publish or distribute Southland Materials in its sale

discretion for any lawful purpose in furtherance of Southland. In any event, no license

or other use will be granted to any party other than LaunchTN or Pando, as reflected

herein.

3.3 Ownership of Materials. The parties each represent and warrant that the materials

created or provided by it in connection with Southland will be its original and

unpublished work, or, if applicable, that the providing party owns all right, tit le and

interest in the materials; and that it has the sale and exclusive right to dispose of the

materials and grant the rights granted under this Agreement, and that the materials

will contain no defamatory or unlawful matter.

2.3 Reconciliation. Each of Pando's and LaunchTN's individual funding and revenues

raised will be used solely for the purpose of funding Southland, consistent with this

Agreement as reflected on Exhibit A Each party will have a right to access, review

and request copies of documentation supporting the revenues received and/or

expenses paid by either party.

3 Ownership of Materials

4 Service Marks and Trademarks

4.1 pando Service Marks. LaunchTN acknowledges Pando's ownership of the Pando

name and/or logo and other marks used by Pando (the Pando Service Marks ).

No title to or ownership of the Pando Service Marks, or any part thereof, is hereby

transferred to LaunchTN. LaunchTN agrees that all uses of the Pando Service Marks

will inure to the benefit of Pando and that LaunchTN will acquire no rights, interests,

or goodwill in the Pando Service Marks.

4.2 License. Pando hereby grants LaunchTN a limited, non-exclusive, non-transferable

license to display the Pando Service Marks only in connection with Southland, and in

accordance with the terms and conditions of this Agreement. Pando must expressly

consent to any use other than in connection with Southland in writing; such consent

will not be unreasonably withheld.

43 Termination. Upon termination of use of Southland Materials, LaunchTN will cease

any and all use of the Pando Service Marks.

4.4 LaunchTN Trademarks. Pando acknowledges LaunchTN's ownership of the

Southland name and logo, product names and logos, and other marks used by

LaunchTN in conjunction with its distribution of goods and services, hereinafter

LaunchTN Trademarks. No license, title to or ownership of LaunchTN Trademarks,

or any part thereof, is hereby transferred to Pando or its sub-Iicensee(s). Pando

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agrees that all uses of the LaunchTN Trademarks will inure to the benefit of

LaunchTN and that Pando and its sublicense will acquire no licenses, rights, interests,

or goodwill in the LaunchTN Trademarks.

5

epresentations and Warranties

5.1 Southland Materials. Each of Pando and LaunchTN represents and warrants that

it will not alter or supplement Southland Materials already developed in any manner

other than in accordance with Section 1.1.

5 2

Arm's Length Negotiation. Each of Pando and LaunchTN represents and warrants to

the other that this Agreement has been negotiated in an arm's-length transaction.

6 Term and Termination

6 Term. This Agreement will be effective upon the latest date of execution by a party

hereto (the Effective Date ) and will continue in effect until the second anniversary of

the Effective Date, unless earlier terminated in accordance with this Agreement (the

Term ). The Term of this Agreement may be renewed and extended for successive

one-year terms, if agreed to in writing by the parties 30-days in advance of the end of

the Term or any successive renewal term, if applicable.

6 2 Exclusivity. The parties understand and agree that for purposes of this Agreement,

the Southeast Region means and shall consist of the following states: Alabama,

Arkansas, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina,

South Carolina, Tennessee, Texas, Virginia and West Virginia. As a condition of

this Agreement, Pando agrees to exclusively produce in the Southeast Region the

Southland conference or another multiple day technology conference in Tennessee

for the term of this Agreement and for a period of three-years after termination of this

Agreement so long as Pando is still an independent operating entity. For purposes of

clarity, the parties further agree that the exclusivity provision in this Section

6 2

does

not:

a. preclude Pando from producing another multiple day conference in regions of

the U.S. outside the Southeast Region or internationally;

b. preclude Pando from holding one-day events, such as Pando Monthlies or

other one-day promotional events in the Southeast Region; or

c. prohibit Pando or its employees from participating or covering other events in

the Southeast Region.

6.3 Modifications.

a. Each of Pando and LaunchTN will have the opportunity to modify any of the terms

of this Agreement with respect to revenue, expense or responsibil ity if agreed to

by the other party within 3D-days of the first anniversary following the Effective

Date. If neither party elects to pursue such modification, the existing terms of this

Agreement will remain in effect for the duration of the Term.

ButlerSnow

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b. Notwithstanding the foregoing, if the Southland 2014 event does not result in at

least $350,000 in gross revenues generated from collective sponsorships and

ticket sales, both parties to agree to re-evaluate the terms of this Agreement

within so-days of the event in good faith and use commercially reasonable efforts

to modify the terms of this Agreement for and on behalf of the best interest of, and

the future success and improvement of, the continued viability of Southland.

6 4 Breach. Either party may terminate this Agreement if the other party materially

breaches any term or condition of this Agreement and fails to cure such breach within

thirty (30) calendar days after receipt of written notice of such breach by the other

party.

6 5 Termination. Either party may terminate this Agreement without cause upon ten (10)

days prior written notice to the other party within the 6-months after the Southland

event. Neither party may cancel this agreement within the 6-months prior to the next

Southland event.The party terminating under this Section 6 will provide funding

to the other party for non-cancelable expenses and services completed by such

non-terminating party up to the date of such prior written notice and to the extent

consistent with this Agreement.

6 6

Effects of Termination.

a Unless otherwise mutually agreed to by both parties, if either party for any

reason terminates this Agreement, both parties will be precluded from use of the

Southland branding, other than the right each has to identify itself as a Co-

Producer of Southland.

b In the event this Agreement is terminated by either party, each party understands

and agrees that, as between Pando and LaunchTN or any of their successors

or affiliates, LaunchTN retains the right to host a conference within the

southeastern, regional target market of Southland held the week prior to the

Bonnaroo Music festival so long as LaunchTN does not partner with another

national media company for a period of one year from such termination date.

In addition, Pando retains the right to host a conference during the Bonnaroo

Music festival.

c In the event that either party becomes insolvent or agrees to no longer participate

in the production or promotion of a technology, entrepreneur or investor

focused conference in the Southeast Region, the other party shall retain full

ownership, usage and branding rights to Southland. Furthermore, in the event

that LaunchTN dissolves as an entity, LaunchTN shall transfer its rights to the

Southland name and logo to Pando.

d

Upon the occurrence of any event effecting termination, each party will agree to

settle any outstanding debts or owed revenues between the two parties within

60-days of such termination. Obligations owed to any vendor or other third-

party will be consistent with the primary responsibility allocation in effect at the

time of such termination.

7 Indemnification

5




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SIGNATURE PAGE FOLLOWS

8.8 Entire Agreement. This contract contains the entire agreement between the parties

relating to the subject matter of this Agreement, and supersedes all prior written and

oral communications between the parties.

ButierSnow 17721214v1



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Tennessee Technology Development Corporation

d/b/a Launch Tennessee

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized

officers or representatives on the date set forth below.

PandoMedia, Inc.

Name: ~S~a~ra~h~ ~a~c~y~

Title: _ _O _

Date: September 20, 2 3

rrorl Unknown document property name



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Exhibit A

Southland and Budget and Compensation Plan

Southland Conference Summary Description:

The Southland conference is comprised of technology talks; startup pitching competitions;

a regional marketplace of startups, retailers, makers and distillers, as well as live music

performances associated with the conference.

The conference will take place for 2-3 days the week before the Bonnaroo Music Festival in

Nashville, TN in a venue to be named.

Budget and Compensation Plan:

It is the parties' expectation that for the first year of this agreement, expenses will be a minimum

of 300,000. Should expenses exceed that amount, the parties will have 7-days to approve an

extension of expenses with an agreement on how the parties will pay for the extension above

their committed levels.

There are a number of revenue products being sold in association with the Southland

conference and sold by the companies based on the responsibility distribution outlined in

this Agreement. Any additional revenue streams created in association with the Southland

conference will be incorporated into this agreement with revenue sharing terms mutually agreed

upon as they arise.

Following is the revenue share distribution by revenue product:

Pando: _ LaunchTN:

Premium tix: 80

Entre tix: 50

Culture tix: 20

National sponsor: 80

Regional sponsor: 20

Premium tix: 20

Entre tix: 50

Culture tix: 80

National sponsor: 20

Regional sponsor: 80

The first 150,000 generated from any of the Southland revenue products will go to LaunchTN

in recognition of LaunchTN's majority funding contribution. After the initial 150,000 is paid,

subsequent payments will be trued-up to reflect the gross revenue share percentages as

reflected in this Exhibit A and any other amendments to the Agreement.

Additionally, Pando will work with LaunchTN to provide discounted promotional marketing units

on pandodaily.com over the Term of the Agreement. The discount, units and agreed upon

value will be determined following Pando's next re-design, anticipated to occur January 2014.

The parties also understand and agree that neither party shall promote, offer or accept

sponsorships (either National or Regional) on a basis different from the mutually agreed-upon

sponsorship packages established by the parties without first obtaining the other party's consent

which shall not be unreasonably withheld.



19/19

Exhibit

LaunchTN s National Sponsorship Exclusions

Nissan

Volkswagen

3 CNN

4

FedEx

5 Coca Cola

6

Eastman

American Airlines

8

Dell

IndieGogo


pandomedia vs launchtn

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