Foot Locker - Referee Logo Trademark Copyright Complaint PDF

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JS 44C/SDNY
REV. 4/2014
CIVIL COVER SHEET
The JS-44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service of
pleadings or other papers asrequired by law, except asprovided by local rules of court. This form, approved by the
Judicial Conference of the United States in September 1974, is required for Mgof thajprk of Courtfor the purpose of
initiating the civil docket sheet.
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DEFENDANTS
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VIZANT TECHNOLOGIES, LLC
FOOT LOCKER CORPORATE SERVICES, INC., &FOOT LOCKER

RETAIL INC.
ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER
ATTORNEYS (IF KNOWN)
Eric Praaer, J. Michael Keyes, &Sarah Kenney
Edward Kang
K&L Gates LLP 599 Lexington Avenue, New York, NY 10022
Kang Haggerty &Fetbroyt LLC, 123 S. Broad Street, Suite 1220, Philadelphia,
212.536.3901
PA19109
?1S.B?5.SHS0
*"
CAUSE OF ACTION (CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE ABRIEF STATEMENT OF CAUSE) ... f
(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)

JAN ''-17 U.S.C. 501 (copyright infringement); 15 U.S.C. 1114 &1125 (service mark infringement &false designation of origin)
Has this action, case, or proceeding, or one essentially the same been previously filed in SDNY at any time? NeHresQjudge Previously Assigned
If yes, was this case Vol. [J Invol.
Dismissed. No
IS THIS AN INTERNATIONAL ARBITRATION CASE?
No [JO
Yes
If yes, give date
Yes
NATURE OF SUIT
(PLACE AN [x]IN ONE BOX ONL Y)
ACTIONS UNDER STATUTES
TORTS
PERSONAL INJURY
[ 1110
[ ]120
[ ]130
[]140
I 1150
[ ] 151
[ 1152
INSURANCE
MARINE
MILLER ACT
NEGOTIABLE
INSTRUMENT
RECOVERY OF
OVERPAYMENT &
ENFORCEMENT
OF JUDGMENT
MEDICARE ACT
RECOVERY OF
DEFAULTED
STUDENT LOANS
[ ] 310 AIRPLANE
[ ]315 AIRPLANE PRODUCT
LIABILITY
[ ]320 ASSAULT, LIBEL&

SLANDER
[ ] 330 FEDERAL
EMPLOYERS'
LIABILITY
[ ) 340 MARINE
[ ]345 MARINEPRODUCT
LIABILITY
[ ]350 MOTOR VEHICLE

[ ] 355 MOTORVEHICLE
( 1153
11160
[ MM
[ ]195
(1196
RECOVERY OF
OVERPAYMENT
OF VETERAN'S
BENEFITS
STOCKHOLDERS
SUITS
OTHER
CONTRACT
CONTRACT
PRODUCT
LIABILITY
FRANCHISE
( ] 360 OTHER PERSONAL

INJURY
I 1 362 PERSONAL INJURY MED MALPRACTICE
[ ]240
[1245
[ ]290
[ J365 PERSONAL INJURY

PRODUCT LIABILITY
21 USC 881
. , Bg0OTHER
LAND
CONDEMNATION
FORECLOSURE
RENT LEASE &
EJECTMENT
TORTS TO LAND
TORT PRODUCT
LIABILITY
ALL OTHER
REAL PROPERTY
ACCOMMODATIONS
[ ]445 AMERICANS WITH

DISABILITIES EMPLOYMENT
28 USC 157
PROPERTY RIGHTS
[ 1370 OTHER FRAUD

[ ] 371 TRUTH IN LENDING
SOCIAL SECURITY
[ ] 380 OTHER PERSONAL
LABOR
PROPERTY DAMAGE
[ ] 710 FAIR LABOR
[ ] 385 PROPERTY DAMAGE
STANDARDS ACT
[
[
[
[
[
]861 HIA(1395ff)
1862 BLACK LUNG (923)
J 863 DIWC/DIWW(405(g))
] 864 SSID TITLE XVI
] 865 RSI (405(g))
( ]740 RAILWAYLABORACT
[ ] 751 FAMILY MEDICAL
VACATE SENTENCE
28 USC 2255
LEAVE ACT (FMLA)
[ ] 530 HABEAS CORPUS

[ ] 535 DEATHPENALTY
[ ) 540 MANDAMUS &OTHER
[ ]790 OTHER LABOR

LITIGATION
( ]791 EMPL RET INC

SECURITY ACT
IMMIGRATION
PRISONER CIVIL RIGHTS
[ ]462 NATURALIZATION
APPLICATION
[ ] 550 CIVILRIGHTS
[ l 555 PRISON CONDITION
[ ] 560 CIVIL DETAINEE
[ ] 465 OTHER IMMIGRATION
(
(
[
[
[
] 410 ANTITRUST
] 430 BANKS & BANKING
]450 COMMERCE
]460 DEPORTATION
J470 RACKETEER INFLU
ENCED & CORRUPT
ORGANIZATION ACT
(RICO)
[ ]480 CONSUMER CREDIT

( ) 490 CABLE/SATELLITETV
[ ]850 SECURITIES/
COMMODITIES/
EXCHANGE
( ) 890 OTHER STATUTORY

ACTIONS
RELATIONS
(Non-Prisoner)
[ ] 441 VOTING
I J442 EMPLOYMENT
[ ) 443 HOUSING/
[ ] 423 WITHDRAWAL
[yj 820 COPYRIGHTS

[ ] 830 PATENT
[ ) 840 TRADEMARK
PERSONAL PROPERTY
REAPPORTIONMENT
28 USC 158
INJURY PRODUCT
LIABILITY
[ J463 ALIEN DETAINEE

[ J510 MOTIONSTO
CIVIL RIGHTS
OTHER STATUTES
((400 STATE
[ ]368 ASBESTOS PERSONAL l '
[ ]720 LABOR/MGMT
ACTIONS UNDER STATUTES
BANKRUPTCY
[ ] 422 APPEAL
I 1 375 FALSE CLAIMS
PRISONER PETITIONS
[ ]440 OTHER CIVIL RIGHTS
( ]220
( J 230
FORFEITURE/PENALTY
PHARMACEUTICAL PERSONAL ( j 625 DRUG RELATED

INJURY/PRODUCT LIABILITY
SBZURE 0F PROPERTY
PRODUCT LIABILITY
REAL PROPERTY
t 1210
PERSONALINJURY
[ ] 367 HEALTHCARE/
PRODUCT LIABILITY
(EXCLVETERANS)
& Case No.
[ ) 891 AGRICULTURAL ACTS

FEDERAL TAX SUITS
[ ] 870 TAXES (U.S. Plaintiffor
[ 1893 ENVIRONMENTAL
MATTERS
Defendant)
( 1871 IRS-THIRD PARTY
[ ] 895 FREEDOM OF
INFORMATION ACT
26 USC 7609
[ ] 896 ARBITRATION
[ ] 899 ADMINISTRATIVE
PROCEDURE ACT/REVIEW OR
APPEAL OF AGENCY DECISION
[ ]950 CONSTITUTIONALITY OF
STATE STATUTES
ACTIONS
CONDITIONS OF CONFINEMENT
[ ]446 AMERICANSWITH
DISABILITIES -OTHER
[ ) 448 EDUCATION
Checkif demanded in complaint:
CHECK IF THIS IS ACLASS ACTION

UNDER F.R.C.P. 23
DEMAND $_
OTHER
Check YES onlyifdemanded incomplaint
JURY DEMAND: SYES OjO
MTHISCASE IS RELATED TO A CIVIL CASE NOWPENDING IN S.D.N.Y.?
fFSO?sW
JUDGE
DOCKET NUMBER
NOTE: You must alsosubmit at the time offiling the Statement ofRelatedness form (Form IH-32).
(PLACEAN x INONEBOXONLY)
Hi Original
ORIGIN
2 Removed from
Proceeding
Lj 3 Remanded Lj 4 Reinstated or
StateCourt
'
a. iip.rti.tr.pr.t.nt.d
LJ 5 Transferred from Q 6 Multidistrict
Reopened
from
(Specify District)
fj 7 Appeal to District
Judge from
Litigation
Magistrate Judge
Appellate
Judgment
Court
I I b. Atleast on*
party Is pro se.
(PLACEAN x INONEBOXONLY)
1 U.S. PLAINTIFF
BASIS OF JURISDICTION
Q2 U.S. DEFENDANT S 3 FEDERAL QUESTION
IF DIVERSITY, INDICATE
Q4 DIVERSITY
CITIZENSHIP BELOW.
(U.S. NOT A PARTY)
CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)

(Place an [X] in one box for Plaintiff and one box for Defendant)
CITIZEN OF THIS STATE
CITIZEN OF ANOTHER STATE
PTF
DEF
[]1
[]1
[ ]2
[ ]2
PTF DEF
CITIZEN OR SUBJECT OF A
FOREIGN COUNTRY
[]3[]3
INCORPORATED or PRINCIPALPLACE
[ ]4 [ ]4
INCORPORATED and PRINCIPALPLACE
PTF
DEF
[ ]5
[ ]5
[]6
[]6
OF BUSINESS IN ANOTHER STATE

FOREIGN NATION
OF BUSINESS IN THIS STATE
PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)
Foot Locker Corporate Services, Inc. and Foot Locker Retail, Inc.
112 West 34th Street
New York, NY 10120
New York County
DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)
Vizant Technologies, LLC

Brandywine Two Building, Suite 202
5 Christy Drive
Chadds Ford, PA 19317
Delaware County
DEFENDANT(S) ADDRESS UNKNOWN
REPRESENTATION IS HEREBY MADE THAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN
RE9IBENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:
Check one:
THIS ACTION SHOULD BE ASSIGNED TO:
Q WHITE PLAINS
\x\ MANHATTAN
(DO NOT check either box if this a PRISONER PETITION/PRISONER CIVIL RIGHTS
COMPLAINT.)
DATE 1/15/2015
SIGNATURE OF AJTORNEX/O'f/RECORD
ADMITTED TO PRACTICE IN THIS DISTRICT

[ 1 NO
RECEIPT #
4^"^ IJ
Hi YES (DATE ADMITTED Mo.April

Attorney Bar Code #EP-0964
Magistrate Judge is to be designated by the Clerk of the Court.

Magistrate Judge.
Ruby J. Krajick, Clerk of Court by.
MAG.,
tt
. Deputy Clerk, DATED.
UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)
is so Designated.
Yr. 1994
i'-'i.ii l.4iJ
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK
FOOT LOCKER CORPORATE SERVICES,

INC. and FOOT LOCKER RETAIL, INC.,
i'-^sj
Civil Action No.
Plaintiffs,
against
JURY TRIAL DEMANDED
VIZANT TECHNOLOGIES, LLC,

Defendant.
o'';
COMPLAINT
CO
Plaintiffs Foot Locker Corporate Services, Inc. ("Foot Locker Corporate Services") a|td
Foot Locker Retail, Inc. ("Foot Locker Retail"), collectively "Plaintiffs," by and through their
undersigned counsel, K&L Gates LLP, for their Complaint against Vizant Technologies, LLC
("Vizant") allege as follows:
NATURE OF THE ACTION
1.
This is an action for knowing, willful, and intentional violations of several federal and
state intellectual property laws and for breach of contract. As further detailed herein, Vizant,
without authorization, license, or permission - and in direct contravention of a written agreement
- infringed the copyright in the iconic "Foot Locker Striper," a well-known graphical work that
is a registered work of authorship with the U.S. Copyright Office.
Additionally, and in
contravention of the aforementioned written agreement, Vizant improperly reproduced and used
in commerce various federally registered service marks owned by Foot Locker Retail. Vizant's
commercial use of the registered service marks violates Sections 32 and 43(a) of the Lanham
Act, and New York's unfair competition law. Finally, Vizant breached its written agreement
with Foot Locker Corporate Services by engaging in the aforementioned acts of infringement,
and asserting objectively baseless claims for amounts due and owing under the agreement.
Plaintiffs seek damages, injunctive relief, and recovery of attorneys' fees and costs due to
Vizant's wanton, egregious, and oppressive conduct.
PARTIES. JURISDICTION. AND VENUE
2.
Plaintiff Foot Locker Corporate Services is a corporation organized and existing under
the laws of the State of Delaware, having its principal place of business in New York, New York
with an office in Camp Hill, Pennsylvania.
3.
Plaintiff Foot Locker Retail is a corporation organized and existing under the laws of the
State of New York, having its principal place of business in New York, New York.
4.
Vizant is a limited liability company organized and existing under the laws of the State of
Delaware. Upon information and belief, members of Vizant are citizens of at least Pennsylvania
and New York.
5.
This Court has subject matter jurisdiction over the copyright infringement claim and the
Lanham Act claims pursuant to 28 U.S.C. 1331 and 1338(a). This Court has supplemental
jurisdiction over the state law claims for unfair competition and breach of contract pursuant to 28
U.S.C. 1367.
6.
This Court has personal jurisdiction over Vizant because it has continuous and systematic
contacts with the State of New York and regularly transacts business in this State. Further,
Vizant has knowingly engaged in the acts of infringement, unfair competition, and breach of
contract described herein in this State, knowing those acts would cause harm in this State to one,
or both, of the Plaintiffs.
7.
Venue is proper in this judicial district pursuant to 28 U.S.C. 1391(b).
FACTS SUPPORTING CAUSES OF ACTION
Plaintiffs' Valuable Business and Intellectual Property
8.
Plaintiffs are wholly owned subsidiaries of Foot Locker, Inc., the world's leading retailer
of athletic footwear and apparel, operating approximately 3,600 athletic retail stores in 21
countries in North America, Europe and Australia under the brand names, including without
limitation, "Foot Locker," "Footaction," "Lady Foot Locker," "Kids Foot Locker," and "Champs
Sports."
9.
Foot Locker Corporate Services owns a valid, enforceable, and registered copyright in the
iconic Foot Locker Striper graphic design:
Striper.
, hereinafter referred to as the Foot Locker
A true and correct copy of a screenshot from the Copyright Office's website,
www.copyright.gov, showing registration of the Foot Locker Striper is attached hereto as

Exhibit A.
10.
For decades, Foot Locker Corporate Services and its related entities have used this
copyrighted work in promotional and advertising campaigns to promote the Foot Locker goods
and services.
11.
Additionally, Foot Locker Retail owns an incontestable federal service mark registration
for the Foot Locker Striper design, U.S. Registration No. 1,591,435. Foot Locker Retail also
owns an incontestable federal service mark registration for the stylized design of the "Foot
Locker" word mark, U.S. Registration No. 1,032,592. These marks are collectively referred to
hereafter as the "Foot Locker Marks." True and correct copies of the U.S. Registrations for the
Foot Locker Marks are attached as Exhibit B.
12.
Plaintiffs have invested an enormous amount of time, money, and resources to promote
and develop the goodwill associated with the Foot Locker Marks. The Foot Locker Marks have
3
become widely recognized and associated as source identifiers for the goods and services offered
by Plaintiffs and their related entities.
In addition to the thousands of "brick and mortar"
locations where Plaintiffs' goods and services are offered, the Foot Locker Marks are
prominently promoted online. Plaintiffs are also actively engaged in promoting the Foot Locker
Marks via social media websites, such as Facebook and Twitter. The official Foot Locker
Facebook page has over 6 million likes, and the Foot Locker Twitter page has 1.08 million
followers.
Vizant's Conduct Giving Rise to the Claims in this Lawsuit
13.
On May 31, 2013, Vizant (then known as P.E. Systems) and Foot Locker Corporate
Services entered into a written "Consulting Agreement." The parties also entered into a Mutual
Confidentiality Agreement.
A true and correct copy of the Consulting Agreement and the
Mutual Confidentiality Agreement are attached hereto as Exhibit C. On information and belief,
in 2013, P.E. Systems changed its name to Vizant Technologies, LLC. This name change did
not alter any of the legal obligations owed by P.E. Systems, LLC to Foot Locker Corporate
Services.
14.
The Consulting Agreement was for services related to merchant processing fees paid by
Foot Locker Corporate Services and its affiliates when consumers use charge cards to pay for
merchandise at Plaintiffs' retail locations.
15.
The Consulting Agreement provides as follows: "Use of Trademarks, Logos and the
Like. [Vizant] agrees and acknowledges that [Vizant] shall not and is not authorized to utilize
[Foot Locker's] logos, trademarks or identity in any manner including without limitation, in
[Vizant's] Sales Presentation and [Foot Locker's] name in [Vizant's] regular listing of clients."
16.
Foot Locker Corporate Services became aware that Vizant breached the above portion of
the Consulting Agreement by prominently placing the Foot Locker Marks, including the Foot
Locker Striper work, on the top center portion of Vizant's "Our Clients" section of the Vizant
webpage. A true and correct copy of this portion of the Vizant.com website on July 31, 2014 is
attached as Exhibit D.
17.
Vizant also breached the "Use of Trademarks, Logos and the Like" provision of the
Consulting Agreement by listing Foot Locker, Kids Foot Locker, and Lady Foot Locker in
Vizant's "Retail Stores & Online Retail" client listing portion of the Vizant website. A true and
correct copy of this portion of the Vizant.com website on July 31, 2014 is attached as Exhibit E.
18.
As such, Vizant has used the Foot Locker Marks, or marks that are strikingly similar to
the Foot Locker Marks, including the Foot Locker Striper, as advertisements on its website,
Vizant.com. Vizant displayed the Foot Locker Marks on its website to purposefully advertise
that Plaintiffs endorse and sponsor Vizant's services.
19.
At no time was Vizant authorized to display the Foot Locker Marks or advertise that
Plaintiffs endorse or sponsor Vizant's services.

20.
Despite never having authority to use the Foot Locker Marks, Vizant used the Foot
Locker Marks to advertise a false designation of origin between Plaintiffs and Vizant.
21.
By utilizing the Foot Locker Marks on its website to advertise a false designation of
origin between Plaintiffs and Vizant, Vizant's use is likely to cause confusion, or to cause
mistake, or to deceive consumers.
22.
In addition to the aforementioned conduct, Vizant has made objectively baseless claims
for payment of monies due and owing under the Consulting Agreement. By way of example
only, Vizant issued Invoice No. FLCS-REF2 to Foot Locker Corporate Services for a
"Professional Services Fee" in the amount of $851,726.59. A true and correct copy of this
invoice is attached hereto as Exhibit F. Vizant had no reasonable basis for issuing this invoice
and even Vizant CEO Joseph Bizzarro has admitted the invoice was issued simply to "get Foot
Locker's attention."
23.
After continued harassment and unprofessional conduct by Vizant, Foot Locker
terminated the Consulting Agreement on July 31, 2014. A true and correct copy of this July 31,
2014 termination letter is attached hereto as Exhibit G. Shockingly, Vizant's concocted claims
for payment of monies did not stop, even after termination of the parties' agreement. Instead, on
August 31, 2014, Vizant issued Invoice No. FL-SC 9-12 to Foot Locker Corporate Services for
purported "Professional Services" provided by Vizant for an additional amount due and owing of
$503,863.85. A true and correct copy of this invoice is attached hereto as Exhibit H.
COUNT I
COPYRIGHT INFRINGEMENT
24.
Plaintiffs re-allege the allegations set forth in Paragraphs 1 through 23 above, as if fully
set forth here.
25.
Foot Locker Corporate Services is the author and owner of theFoot Locker Striper.
26.
The Foot Locker Striper is an original work of authorship and is copyrightable subject
matter under applicable law immediately upon creation.
27.
The Foot Locker Striper is registered with the United States Copyright Office under Reg.
No. VA0001936780, which is a valid registration.
28.
Unbeknownst to Foot Locker Corporate Services, Vizant reproduced a copy of the Foot
Locker Striper and displayed that copy on Vizant's website, Vizant.com.
29.
501.
These acts constitute copyright infringement in violation of the Copyright Act, 17 U.S.C.
30.
Vizant was never authorized to reproduce or display the Foot LockerStriper.
31.
By reason of the foregoing, Plaintiff Foot Locker Corporate Services has been and will
continue to be irreparably harmed and damaged. Plaintiff Foot Locker Corporate Services'
remedies at law are inadequate to compensate for this harm and damage.
COUNT II
SERVICE MARK INFRINGEMENT (15 U.S.C. 1114)
32.
set forth here.
33.
Foot Locker Retail owns valid and incontestable service mark rights in the Foot Locker
Marks, as registered with the United States Patent and Trademark Office under Registration
Numbers 1,591,435 and 1,032,592.
34.
Vizant has used the Foot Locker Marks in commerce in connection with its online
advertisement of services.
35.
Vizant's use of the Foot Locker Marks is likely to cause confusion, or to cause mistake,
or to deceive consumers, in violation of the Lanham Act, 15 U.S.C. 1114.
36.
Vizant has not been licensed or otherwise authorized to use the Foot Locker Marks, and
in fact Vizant was contractually prohibited from doing so.

37.
By reason of the foregoing, Plaintiff Foot Locker Retail has been and will continue to be
irreparably harmed and damaged. Plaintiff Foot Locker Retail's remedies at law are inadequate
to compensate for this harm and damage.
COUNT III
FALSE DESIGNATION OF ORIGIN (15 U.S.C. 1125)
38.
set forth here.
39.
Plaintiff Foot Locker Retail owns valid service mark rights in the Foot Locker Marks,
and both Plaintiffs Foot Locker Retail and FootLocker Corporate Services have a right to use the
Foot Locker Marks and have a beneficial interest therein.
40.
Vizant has used the Foot Locker Marks in commerce in connection with Vizant's online
advertisement of services, as described above.
41.
Vizant's use of the Foot Locker Marks in its online advertisement creates a false
designation of origin between Vizant and Plaintiffs in violation of the Lanham Act, 15 U.S.C.
1125(a).
42.
Vizant has not been licensed or otherwise authorized to use the Foot Locker Marks, and
in fact Vizant was contractually prohibited from doing so.
43.
By reason of the foregoing, Plaintiffs have been and will continue to be irreparably
harmed anddamaged. Plaintiffs' remedies at law are inadequate to compensate for this harm and
damage.
COUNT IV
UNFAIR COMPETITION (NEW YORK COMMON LAW)
44.
Plaintiffs re-allege the allegations setforth in Paragraphs 1 through 43 above, as if fully
set forth here.
45.
Plaintiff Foot Locker Retail owns valid service mark rights in the Foot Locker Marks,
and both Plaintiffs Foot Locker Retail andFoot Locker Corporate Services have a right to use the
Foot Locker Marks and have a beneficial interest therein.
46.
Vizant has used the Foot Locker Marks in commerce in connection with its online
advertisement of services, as described above.
47.
Vizant's use of the Foot Locker Marks in its online advertisement is likely to cause
confusion or mistake in the mind of the public.

8
48.
Vizant's use of the Foot Locker Marks constitutes bad faith because Vizant used the Foot
Locker Marks in spite of its contractual obligation prohibiting such use.

49.
Vizant had actual knowledge that it was prohibited from using the Foot Locker Marks but
used those marks anyway.
50.
Thus, Vizant's actions constitute unfair competition in violation of New York common
law.
51.
By reason of the foregoing, Plaintiffs have been and will continue to be irreparably
harmed and damaged. Plaintiffs' remedies at law are inadequate to compensate for this harm and
damage.
COUNT V
BREACH OF CONTRACT (WASHINGTON LAW)
52.
set forth here.
53.
Plaintiff Foot Locker Corporate Services and P.E. Systems LLC, now Vizant, entered
into a valid contract referred to herein as the Consulting Agreement.
54.
P.E. Systems changed its name to Vizant Technologies, LLC in 2013. This name change
did not alter any of the legal obligations owed by P.E. Systems, LLC to Foot Locker Corporate
Services.
55.
The Consulting Agreement provides that all provisions of the agreement will be governed
by the laws of the State of Washington.
56.
The Consulting Agreement provides that "[Vizant] agrees and acknowledges that
[Vizant] shall not and is not authorized to utilize [Foot Locker's] logos, trademarks or identity in
any manner including without limitation, in [Vizant's] Sales Presentation and [Foot Locker's]
name in [Vizant's] regular listing of clients."
57.
Vizant materially breached the Consulting Agreement when it prominently placed the
Foot Locker Marks, including the Foot Locker Striper work, on the top center portion of Vizant's
"Our Clients" section of the Vizant webpage.
58.
Vizant also breached the Consulting Agreement when it listed Foot Locker, Kids Foot
Locker, and Lady Foot Locker in Vizant's "Retail Stores & Online Retail" client listing portion
of the Vizant website.
59.
Vizant also breached its implied covenant of good faith and fair dealing by making
objectively baseless claims for payment of monies due and owing under the Consulting
Agreement as described herein. By making these baseless claims for payment, Vizant did not
cooperate with Foot Locker Corporate Services so that Foot Locker Corporate Services could
obtain the full benefit of performance from Vizant.
60.
Plaintiff Foot Locker Corporate Services performed its obligations under the Consulting
Agreement.
61.
Plaintiff Foot Locker Corporate Services suffered damages as a result of Vizant's
breaches of contract, including but not limited to loss of licensing fees and damage to Plaintiff
Foot Locker Corporate Service's goodwill and reputation.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs pray that this Court enter judgment in their favor on each and
every claim for relief set forth above and award them relief including, but not limited to, the
following:
A.
That Vizant be permanently enjoined from infringing the Foot Locker Striper
copyright;
10
B.
That Vizant be permanently enjoined from infringing the Foot Locker Marks,
creating a false designation of origin between Plaintiffs and Vizant, and unfairly
competing with Plaintiffs;
C.
That Vizant be ordered to pay damages, including but not limited to Vizant's
profits and Plaintiffs' actual damages for Vizant's copyright and service mark
infringement, creation of a false designation of origin, and unfair competition;

D.
That the damages for Vizant's violation of the Lanham Act be trebled under 15
U.S.C. 1117;
E.
That Vizant be ordered to pay damages for its breaches of contract against Foot
Locker Corporate Services;
F.
That Vizant be ordered to pay Plaintiffs' costs and attorneys' fees in this action
pursuant to 15 U.S.C. 1117; and
G.
Awarding such other relief as the Court may deemjust and proper.
JURY DEMAND
Plaintiffs hereby demand a trial by jury of all issues so triable.

Dated: New York, New York
January 15, 2015
K&L GATES
Eric A. Prager
Sarah P. Kenney
599 Lexington Avenue
New York, New York 10022
Tel: (212) 536 3900
Fax:(212)536-3901
eric.prager@klgates.com
sarah.kenney@klgates.com
11
12
J. Michael Keyes (pro hac vice
application to be filed)
618 West Rivers ide Avenue
Suite 300
Spokane, WA 99201-5102
Tel: 509.624.2100
Fax: 509.456.0146
mike.keyes@klgates.com
Counselfor Plaintiffs Foot Locker

Retail, Inc. & Foot Locker Corporate
Services, Inc.
f
i
Int. CI.: 42
Prior U.S. CL: 101
T .
Reg. No. 1,591,435
United States Patent and Trademark Office Registered Apr. io, 1990
SERVICE MARK
PRINCIPAL REGISTER
KINNEY SHOE CORPORATION (NEW YORK
CORPORATION)
FIRST USE 1-0-1988, FIRST USED IN AN-
OTHER FORM ON FEBRUARY 1985; IN COM-
233 BROADWAY
NEW YORK, NY 10279
MERCE 1-0-1988.
SER. NO. 73-800,151, FILED 5-15-1989.

FOR:
RETAIL
SPORTS
APPAREL
AND
FOOTWEAR STORE SERVICES, IN CLASS 42

(U.S. CL. 101).
KELLEY WELLS, EXAMINING ATTORNEY
Int. CI.: 42
Prior U.S. CI.: 101
Reg. No. 1,032,592
United States Patent Office
Registered Feb. 3, 1976
SERVICE MARK
Principal Register
Kinney Shoe Corporation (New York corporation)

233 Broadway
New York, N.Y.
10007
For: RETAIL SPORTS APPAREL AND FOOT

WEAR STORE SERVICES, in CLASS42 (U.S. CL. 101).
First use on or about Sept. 12, 1974; in commerce Feb.

14, 1975.
Ser. No. 50,452, filed Apr. 24,1975.

L. STRICKMAN, Examiner
eetn*"M"*mwT?ff"*
!^^f.*^^f,*W^^*,w*B,,,î*mid,',,, entered into, efeftral bdste executed Mtow, by and between P.E. Systems. UC rPEST, aDelaware
Umted UabUty Company, fecatad at 2S Wart Mah Avenue, Suite 400, Spokane, WafMngton 9noMHU and Foot loekar Corporate Services. Inc ratam,
faceted at9S*3 Smote* ftmryfW.Camp ,** 17011. PCS aryiaiar*{omtyfrfMtdto.sdM-pitttas-indlndMdutlyK-Priy'
WHERfM.PBtjerie^mtltobilneofpr^^
WHEREAS, clientdestouto have PES perform Consulting Services for atom's PaynsarrtProcasdngCosts,
NOW, IHERfPOW, for (ood ind valuable coraidaratkia. the receipt and sufficiency ofwhich Is hereby sckravdedged. the Parties attending tobe lege* baiaid
hereby., agrae at fallows:
a. tentshalloadenedesaci*ren*rylstf^^
assigns, parent companies, oMsIoik oraHlnatoa thatproms payments.

b. prmemi*iaboîj
jayiaamier|e>aefceideer^
t^fictlMpmMtfefa^fae*ariai
AipwtrftolntBri^rÂnafyjisimdftaajwxlatailBMjaBd
easts, PBsNlaia^yaOat,*Oabltc>rdttalata*oMa^
bwcOon,|MritiaMtetrOurbtaftt!lar^
^^
c Caw^:*,if** be
MlysfeidBiana^
incurradfcyCHeirt ovaipayBWrtvartotômtofcâ^ cmpllaf<awn^ Ca^< peyrao* procanlng contract*

d. BbMshdlieeaAiedvb^CoitRaducaonKHo.
CaatPîwtlonititosfaaba defined aa95Kof Payment P^
f. Payment PMeaataaj Coct Reducttor*ihatl be defined as the difference batmen CeemTs Historical Payment Praoesiing Coats and Oram** currant Payment
Processing Casta during theTerm of theAgreement Such eaatewMbaadsusaai from tain to taittto acou^
prooaulag organtlatlons (La. Van, MasterCard, AnwrtanEiraieis,etanfcestnjitwe.
B MtcalOBl Payrnent rVaoeiaMg Carts shatIn daflii^

taicHw mwttta eimedbtaJy pracodlrajthe daterf
K RcbiuatslMH be aWitnedl asrepaynwnts, oadltt,oroth
Those refines obtained byClient hitheordinary course oftheir debit and credit card business*at are not directly attributable toPB ConsMMni Santas
srwRnrtbacaloilabKllrrtoPSConsuMniFa*
I. Term srtrt be difimedasU rewrite r ^
PCS fr# Payment ftocaaIrQDltlteduecajn

mrngn when PES dsewmtoes Burt some pcrtcn of te
actual cost reduction.
' Htlliri til IHlllanallllll nml didl|

till f I Iaillli
AeuiremeopyeftrajIrijymemBvces
Cost* wfthln30 days(ramexaartson of thisAgreement;
tiCopiesrfahnmrainoetivcamUmonektrf
t Ceite cOeiift onaxifr Payment Process

thnMamsshaB be providedwfthlnKi daysoftttt
dentwarrantothatitshall a** PES aH Information niatonablyflexaMaryaorPStoparlbfinarania^

ÎTYieTlltataT>%nrtr Af^recatptrtc^^
patatrtad software ardawrftet^fira proprietary da

wlb^lssuajfepertCllai*bSetisspBeme^
wanansMsrfaenfttifttcthatPiy^^
* MjjMffl PBIflaallal CM ItlHnHltBflfc After PES provides CMnt wIM PIS' confldiMlal report, ft Is within Olenfscola dUcrecrkw whether Client elects to
anplement the presented Payment Processing Cost Reduction recommendations (Inducing regulated and non-ragutatad debit card quaMcatlorts) In PSS's
C0^J*"i,,d,0" Pn**m- 0>tni " afaet out to Implement PSS's Payment Processing Cost Reduction ramrnmendatloni based on Various factors which
include but are notlimited to: Imphanentation hesibility, coatbusiness disruption and origination ofsuggested Payment ProcessingCott Reduction. In the
event, Client electa not tomove forward and Implement PES's Payment ftrassiiaj Cost lta<ajctlorcHh<r party m
tflb Agreement PBwfJ also cflwifeongobvmonths
W* Payment fVpcasslia] Cost Reduction reconmwdetlofll, CUM! Ml be oBRfattd to pay PR It, Qmi*tin Fee for Payment Prgcnting Cost Matfon*
Uandned and recommended hi pes'* cost induction Pragnnuub|ett toorigination of lugaested Payment Processkif Cost Reduction, /egardbss ofwho
achievesthe Payment Processing CoatRadudfonson behalfof Client.
5.QMHjHngfgaji Subject toortgmatlon ofsuggested Payment ProcasdngCost Reducflcn, aientshall pay PES aConcurring Fee for any Payment ProcasdngCost
Reductions In PrysCortFUKlucdwProt7amllurt are Implemented arrf actually M
Should Payment Processing
Coat Reductions occur asa result ofCSant obtaliMng a refundPB snail l entMad to aCarwIHiv ^
mamh m vmlch the reftind b infirnied and rece^ ev Ola^
Rate. In aetarmlntag theCost Reduction Ran, PES thaiutlliethe Historical Payment Processing Cost method thatmost accurately captures Cllanfs Payment
Processingcost Reductions.
toPoran Pawwtnt Cost Raowttons
Current Per Item
Current Number of
Cost Reduction
Ml
Transactions Applicable
Rite
CaruuJtfngfoe
$0.20
$0.10
] [
40,000
35*
$1,400.00
6.BunutnoOL Payment Iryaitaitshell bedinet*etym
^^â^mS^
' ^^l,towrfttlftoa^h7^m8M,^^w^^*ffaefflert^lwrvto
aê?*S^l^
'
y wirWaWWU, baiPatTniifm Hty. H ayee*and**t*irt*4*Jia*P^
ST2C#n7i!iK
t^,,,,* wunn
Sf* **"**"****. ***Security wtthn^n, tax. tranyettar MM* state
oifbSiJt^^
11^!"û"J*"""**e*ae.tos PES shall aotKV Client wtthrn SOdâsidredleclauetocW*trM
'veantont.Should PES ceasatt provide such services, Cadrtira*he*emerjhttotermliitot^^
!* vfrVMMajiga/,The provisionsofthis Agreementshall begovernedto all respectsbythe laws ofthe StateofWashington.

U-llata*UB4aBaUaatTrwijnoteabmed Ito
**watoiem;iwrt*e^thgama,,^
written commuelcednraeroral discussions; statement*, representationw agreements.

ILAHandjeajfctaTheenhYetyef
l^MQtfrnaWaaTaaTMs Agreement maynotbe altered, amendedor modified eacept byawrWag signed try an authorisedrepresenariveofeach party.
16toalWWTPfeShouldarw provision oftÂgrtemert
'Hienfbrccabllltycîteclhcrprr^skHiss^llnotbeafnKttd
"snvTi-Yslftrtfr Failure byoHr^
t enforcesuchpaovtslon.
lajriramtrirtiri j. Each partyIwapaructpated (nrwgothtlnganddrafc^thlsAgreerrierrt. sprlan ernbltôraquesbtanoreitentarlmerpMattanartai,

this. Agreementsle* btconstrued as Ifth<parties hadoêd It Jdntfy, asopposedtobelngconstr^
19.nrafil.cMMertir
. Thar*arttviB*Apermm*c^cor|a^
&Tltowc^>riy"nd>art*fsNwtec^
at0Blt1TtCaJ*<^^
aw one c* which may be Introduced In evidence) or used for any other purpose without fj production ofIt* duplicate counterpart Moreover,
rKab-rWu*Kflnât a^ ofme m^
Sf^^Tf
"*>* <"* Ml*mminstrument te*dj| ialofthe sanies hereto, facsimile transmission and/or validated electronic
Wnsmisskwto ij partyof a m-ciwrfa i*^^
(Signature page and Mutual bnflrJairtalltyAtreerrerrt Fe4ow)
fowl lecfcar tartrate aaaraice* Inc.
tfa*** .
-3frA**
Agrthorb^Sgrnture: _
d~
Wiws
OMiaiTA
mnuKLommoomAimnsKmAaa
rohnrt 1^ZZ?JL*ZZV *l2SSr *-&! ' " * "- * Operate Services, toe.
. a^p
WIEA5,tlto Parte*tave entered irrto tr^
e^'esWlow?6 *" *"' ""*W,U,h" <0n*',rtio,, *"*t " * " which ere herebyedrowledged, the rartfes
i^d^nteâe^^""^ ""' '*"'**' *" """ M,pec0^ . Pkjrto dtaclosh., or receKto, aspec* Rem of
L~*J!a!!!V!!!2 ""^J"?'0" *" mMn aaaildansbH noe-pubnc Information whether In oral, written,"
graphic,
electronic or
^ Baren**r
othej-fcrmaiidwhecherrelBtexltoaWrlyeTltoperarti
a]
aw*tr frt&matfcM
*h*Mic,|ff*i^lo
Inducing, but not limited to, store address a>

safes dW. tostx, fees and charges, operating expanses, margins, productplennkw
te^Mftto, martattog nrmgtrt, cutestprea** aatesettimatea, beatne plans, and internal performance
fwulto reladngte pest preaent or f^^
and suppress;
^J^TULS!!^^ *W* *"^*w, report*. arawytit, wmpttatiemv vd. *
*{atrwsii, computer software, aottrce coda, object code, flow charts, databases, ImnftTtoax. Information.
oftheterms, condlttow orfacts wftfa respect theietowltoouttheprtorwrlttencoaserftcd^
t^JFEU*!!!!? '"* ** "*"***** * ftbat l *^. atoja* aafti ** reason*** peg** f caret to
re-taeS2^
''""^"J** ** ""a** **** Ae?awMW byeither Party, the non-breaching Party she* bay* aft rarnadte J*and/or
<*W*veJlaWtolfcli^^
A
Wtom orde^ eiwreWr^ ii^rbjl^
t**dwtteraerfpT*toear*o^
*"
""
TteobeWMsofconAderr^
a)
b)
el
c|
dj
was Inthepublk: domain at Hm timeofdhxlosura;
becomespartofthe public dwnitoaftedUclimrethroughrw^loftrMi rMplent;
was acquired bytheRecfplemtadepaitdentiy, after olsdoturerreraurKler.trCffletnwpertywItnoutbreacrioftkjs
Agreement or violationof applicable law:
the Redolent can demonstrate through prior written records that itwas in Its possession prior tothe time of
disclosure end was not acquired directly or Indirectly from the Otsdostng Party or any parson, firm orcorporation
acting on its behalf; or
the neclplem can demonstrate: was independently developed by Recipient wRhout mm of Confldentlsf
Information,
lavnnapaaji srihln at
Page4 OfS
Lr.*wiL" HlMH^l[H'HSrt 'T*!!, T wquir,d " ' """* * J"**1 wri"'*rV proceeding to disclose any
Pto^prde?
"
W<to,,n ""* "* I"0',,PI n** ,h**"" ** '** mey seek i
Ls-ea-ll!!ll^^^
^ taxationte
ItlTJrZJr^^!!^^
toJs^lp^
*
JWsAêmwtutltoermreegrMraertbrf
reapewtotltosui^tmatterhereof. TNsAgntamentmay
ha amended onlybymeans ofawittean Instrument vacated onbehalfofboth Parties.
i5Lu..-H!S-^T^,t sH-nS^*'!^* 1*e *>** *w- eMisfttotlcar* *f Rtsst Oaissfiljlrs As^MmetnC tesr tKtesf f m (2} yej.^
ofbadesecretsoTsctosedhareunder. IHtsâaaaaMiNBteMpjpn^
IX
Nafther thitAgraement northe dhdosure by either Party ofthe Confidential Information or other Information to the other
J2^T-^*^!10!ir,**,2L^.pu^,^ "ny woduc *v"e " the. oeber or to reaqulrei Itteajr Partt eo dlsckssei amy partaaihar
inflation to the other. Mc*iijtotresAgreerrHrtstaHto

as matingeither Partythe agentofthe other.
o*V>aihlngunraaetodlhgrts<anf^
U.
"""'"*
This Agreementshall not be assbjaedwRhoutthe pdorwrfttoii oanse.it ofthe other Party.
MWnilESS WHEREOF, sheParties neveaiccuted cntaAgreemerrte* oftro^ceRntwmen above.

FOOT LOCKER
Pago 5 of5
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The Striper.
Type of Work: Visual Material
Registration Number / Date: VA0001936780 / 2015-01-05
Application Title: The Striper.
Title: The Striper.
Description: Electronic file (eService)
Copyright Claimant: Foot Locker Corporate Services, Inc. Address: 112 West 34th Street, New
York, NY, 10120, United States.
Date of Creation: 1987
Date of Publication: 1988-01-31
Nation of First Publication: United States
Authorship on Application: Foot Locker Corporate Services, Inc., employer for hire; Domicile: United
States. Authorship: 2-D artwork.
Rights and Permissions: Amy Gaven, Kelley Drye & Warren, LLP, 101 Park Avenue, New York, NY,
10178, (212) 808-7800, agaven@kelleydrye.com
Names:
Foot Locker Corporate Services, Inc.
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Retail Stores & Online Retail - Vizanl Technologies
Payments Biog
in
aVI7
'ddritactUs
Vizant is a financial consulting and advisory firm with a specialty focus in the area of financial payments We work with organizations to maximize the
efficiency of their payments environment and to attain the lowest possible cost to accept all types of financial payments. We are unlike any other
professional services firm, as we operate with a 100% results based performance pricing model,
What We Deliver
What We Do
Who We Are
wpsscaiPis- ^^
m
^fflfe QllCM
ijti
What We Think
Clients
jojuv-v ray
Hurnonci
Habitat
i*-.Jj^-.,...r..]i!.^
Mga
la Retail Stores &Online Retail
Retail Stores & Online Retail
1 Store Solutions
iZone Group
17th Street Photo
Jared Lang
5th Ave Textbook
Jays Sporting Goods
A & H Stores
JB Retail Stores
A Plus Texas Discount Carpets
JDP Enterprises Ltd Co
A&H Medical Supply
Jeffers
A&H Pharmaceutical Services
Jelly Belly Retail Stores
ABC Appliance
Jeromes Furniture Warehouse
Acor Orthopaedic
Jetson TV & Appliance Centers
Adams Fairacre Farms
Jordans Furniture Inc
Adoh Kiefer & Associates
Junonia
Advantage Plus Medical Supplies
Just Me Apparel Inc
Agaci
Justin Brands
Agri Co Op
K&L Wine Merchants
Alibris
K2 Corporation
Altex Electronics
Kentec
Alyce Designs Inc
Kids Foot Locker
AmeriMark Direct
Kiefer Swim Shops
Amoeba Music
King Par Corporation
Angel View Thrift Mart
Kinney Drugs Stores
Aqua Superstore Online Superstores
KMA Sunbelt Trading Corporation
Armstrong Garden Center
Kregel Parable Christian Stores
Armstrong Garden Centers
Kuhl Alfwear
Ashers Chocolates
La Porte Pharmacy
AuburnARTcom
Lady Foot Locker
Augusta Cooperative Farm Bureau
Lane Southern Orchards
Aztec Shops
LAT Sportswear
Bachmans
Laurie's Shoes
Badcock Furniture West Palm Beach
Leaps and Bounds
Barewalls Interactive Art
LeeBrant Jewelers
Barleans Organic Oils
Leiham Corp
Barnes & Noble
Leisure Arts
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Vizanl Technologies
Barneys
Leo Ingwer
Baseball Express
Lews Smoke Shop
Bayway World of Liquors
LifeBytes
Beachbody
LifeWay Christian Resources
Bealts
Livescribe
Bel Air Camera
LJ Thalmann Company
Belnick
Lord & Taylor
Berend Brothers
Luis Martinez Cigar Company
Bering Home Center
Lydias Professional Uniforms
Better Body Fitness of Montana
Maine Potato Growers
Big Rock Sports
Makit Products
Bike Line
Manzanita Bookstore
BikeBandit com
Marc Ecko Enterprises
Blyth
Masin's Fine Furnishings & Interior Design
Blythes Sport Shop Inc
MC Sales LLC
Bobs Stores Corporation
McChord Express Supply
Bodybuilding com
McGregors Furniture
Bon Ton Department Stores
Mell & Company
Boone Drugs
MFA
Bosselman
Miles Kimball Company
Boston Green Goods
Millennium Shoes Inc
BoutiqueFive
Mobile Systems Wireless
Bronners
Mobley Furniture
Bulbscom
Modern Display
Burberry Limited US
Money Clamp
BuyOnlineNow.com
Money Mizer Pawn & Jewelers
Cal Ranch Stores
Montana Silversmiths
Calico Corner
Moosejaw Mountaineering & Backcountry
Cam Audio
My Office Products
CAP Carpet
Nathan Company
Carls Patio Acquisition LLC
National Vision
Carlyle & Company Jewelers
Newflower Market
Carmichaels CashWay Pharmacy
Norman Group
CarolWright Gifts com
North Fort Lewis Express Supply
Carpet Weavers
Northern Tool & Equipment Company
Cascio Music Company
Northwest River Supplies
Cassidys Hallmark Care Pharmacy
Ocean State Jobbers Inc
Chalet Nursery
Olympia Sports
Champ Sports
One Step Ahead
Chavis Furniture LLC
Online Sports
Chelsea & Scott
Orrefors Kosta Boda
Chinaberry
Orscheln Farm and Home
Coastal Farm
OSC Sports
Colfax Financial LLC
Oshoes
Columbia Beauty Supply
Otterbein University
Comp U Plus
Overstockcom
Cookieskids com
Oxyfresh Worldwide
Cooper & Company
Pamida Stores Operating Company
Copshoes com
Paoli Bike & Sport
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Retail Stores & Online Retail - Vizant Technologies

Cord Camera
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Cost Plus
Paul Fredrick Menstyle
Costume Supercenter of NJ
Pendleton Woolen Mills
Country House
PennFishingStore.com
Countryside Cooperative
Perham Co Op Creamery
CPO Commerce
Peter Glenn Ski & Sports
Cracker Barrel Convenience Stores
PGA Tour Stop
Customer One Co Op
Pike Nurseries Acquisition
CWDKidscom
Pink Crab
D&BSupply Company
Pinkies
Dallas Gold & Silver Exchange
Pioneer Pool Products
Delias
Pitusa Tiendas por Departamentos
Design Toscano
Point Loma Express Supply
Dexclusive.com
Portland Nursery Company
Diplomatic Duty Free Shops of New York Inc
Powells Books
Discount Drug Mart
PR Retail Stores
Discount Tobacco Outlet
Premier Garage Systems
DL Zimco Inc
Prime Resources
Docs Drugs
Product Partners
Dr Leonards Healthcare Corp
Ranch & Home Supply
Dress For Success Houston TX
Raylon Corp
Drugstore com
RC Wiliey Home Furnishings
Duane Reade
Ready Reading Glasses
Duxiana
Red Cross Pharmacy
E Masin Furniture Company Inc
Riddles Group
Eakes
Riddles Jewelry
Ebuys
Ridgeway Pharmacy
eCommerce outdoors
Right Source
Elkhart Co Op Equity Exchange
Rivers Edge Products
Ellie
Robb & Stucky Limited
European California Furniture
Rocking P Incorporated
Events
Rogers Jewelry
Everfast
Ron Herman
ExpressTools.com
Rorabecks Plants & Produce
Eye Mart Express
Rosey Rentals
Fagen Pharmacy
Royal Copenhagen
Family Center
Rugs USA
Family Christian Stores
Rulands Used Office Furniture
Farm King
S&S Worldwide
Farmers Co Operative of El Campo
Sally Beauty Company
Farmers Cooperative
Sam Flax Stores
Fertilizer Company of Arizona
San Diego State University Bookstore
Fey Industries
San Francisco State University Bookstore
Flanners Home Entertainment
Schneidermans Furniture
Fleet Feet Sports & Chicago Running
Schuylkill Valley Sports
Fleet Wholesale Supply Company
SDE Crystal Springs Books
Floor & Decor Outlets of America Inc
Service Systems Associates Inc
Foot Locker
Servmart Express Supply
Foot Locker Corporate Services Inc
Sheplers Inc.
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Footaction
Shoe Roads Productions
Fort Lewis Express Supply
Shoe Sensation Inc
Four Season General Merchandise
ShoppersChoice com
Franklin Feed & Pet
Shurman Fine Papers
Fruit Company
Silpada Designs
Furniture Barn
SKECHERS USA
Gardens Alive
Skinnycorp LLC
Gear Running Store
SM Ruland Corporation
General Store
Smokin Joes
George Jensen
Sport Shack
GM Gold & Diamonds
Sports Center
Goods Store
Stacks and Stacks
Goodwill Akron OH
Stampin Up
Goodwill Bakersfield CA
Standard TV and Appliance
Goodwill Buffalo NY
Star Furniture
Goodwill Columbus
Stephen L La France Holdings SLLF
Goodwill Easter Seals Miami Valley
Steve Regan Company
Goodwill Flint
Strategic Distribution LP
Goodwill Fredericksburg VA
Strategic Partners
Goodwill Hagerstown MD
Swanson Health Products
Goodwill Harrisburg PA
T4D UK Ltd
Goodwill Industries of Central Indiana
Tackle Direct
Goodwill Industries of Central Virginia Inc
Talbots Inc
Goodwill Industries of Denver
Tanger Factory Outlets Centers
Goodwill Industries of East Texas
Tap Enterprises
Goodwill Industries of Fort Worth
Taylor Gifts Get Organized
Goodwill Industries of Lower South Carolina
TD Associates
Goodwill Industries of Northwest Ohio Inc
TEquipment
Goodwill Industries of San Joaquin Valley
Texas EZPAWN
Goodwill Industnes of Upstate Midlands SC
Threadless
Goodwill Long Beach CA
Thrifty Drug Stores
Goodwill Maple Shade NJ
Time 4 Diamonds
Goodwill San Jose CA
TIS Muncie College Book Store
Goodwill Santa Cruz CA
Tom James Company
Goodwill St Paul MN
Toolbarn com
Goodwill Youngstown OH
Tourneau
Govberg Jewelers
TROSA Furniture & Frame
Gracious Home
TROSA Tree Lots
Grange Co Op
Tweeter OPCO
Granite Furniture Company
Twister Group
Grass Pad
Ulta Salon Cosmetics & Fragrance
Greenway Cooperative
Uncommon Goods
Hamilton Farm Bureau Cooperative
United Farmers Cooperative
Hancock Fabrics
University Book & Supply
Hanna Andersson Corporation
University Book Store
Hardwater Clothing USA
University of Connecticut Co-op Bookstore
Harmony Computers
Upper Deck
Haynes Furniture Company
Vanity Shop of Grand Forks
Heartland Country Co Op
Vantage Apparel
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Helzbergs Diamond Shops
Vision Care Holdings
Herb Philipsons
Vitamin Shoppe Industries
Hibbett Sporting Goods
Walsh Bros
Holts Cigar Holdings
Wayland Baptist University Store
Home & Garden Party
Week
Home Town Pharmacy
Weirs Furniture Village
Hudson Trail Outfitters
Wheel & Sprocket
Hudsons Bay Company
White Flower Farm
Hudsons Furniture
Wilkerson & Associates
Ibex Outdoor Clothing
Wilmington Country Store
IDC Savannah LLC
WineLoft
Inside Store
Winston Brands Inc
International Diamond Center
Wisconsin River Co op Services
International Shoppes LLC
Wittwer
Internet Fitness com
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t0OrttaCtiJS .:'
INVOICE
^kVlzant
Vizant - The Financial Payments Expert
Client
Name
Foot Locker Corporate Services, Inc.
Invoice No.
Address
3S43 Simpson Ferry Rd

Camp Hill, PA 17011
Date
City
Attention
Mr. Tate Fenner
FLCS-REF2
5/9/2014
Professional
Description
Cost Reduction
Rate
Services Fee
448,727.72
402,998.87
1,282,079.20 DurbinAnalysis - Qualification Errors IdentifiedInOct 2013 Report
35%
1,151,425.34
35%
Durbin Analysis - Qualification Errors for Jul 2013 - Mar 2014
TOTAL DUE $
Payment Terms
851,726.59
Payment due on receipt of invoice.

Unpaid balances willaccrue interest per agreement terms.
P.O. Box 1841
Remit To
Blue Bell, PA 19422
With the ever increasing cost of financial payment acceptance, many organizations are Implementing strategies to recoup and recover
their cost of acceptance.
Vizant has Implemented strategies to recoup acceptance costs for many of its existing clients including Fortune 100 companies, small
localand regional businesses, online retailers, universities, physician practices, medicaldevice companies, nan-profit institutions, and
travel and entertainment companies. Vizant would like to present your organization with customized solutions specific to your industry
and marketplace while maintaining compliance with regulations and alignment with organizational profit goals.
For more Information goto http^/vlzantcom/payment-blog/

Vizant - The Financial Payments Expert
Pennsylvania S lO.'iSB.XOOi
Washington 509.755.0621
nlarir 41fi.S<!4,l bf.ti
Date Ran=e
Cost Reduction Detail
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Octehw-13
SeptarfaW-13
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Total tfraftfkatton Errors for Jul 2013 - March2014
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Total Data FtYTO
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132.iWS.aS;
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Debit Qualification Errors

Total tarfuctlonUaaPAVP $
muxam s
PAVD - Partial Refund
Invoice Cost Reduction Reconciliations
JJMiJtmjO
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Errors Less PAVD
WzantTediix*)*^ Confidential-5/9/2014
Debit Qualitication
K&L GATES LLP

618 WEST RIVERSIDEAVENUE
SUITE 300
K&L GATES
SPOKANE, WA 99201-5102
T +1 509 624 2100 F +1 509 456 0146 klgates.com
BY FIRST CLASS MAIL and EMAIL
SUBJECT TO FRE 408-ALL RIGHTS RESERVED
Edward T. Kang
J' Michael Keyes
123 S. Broad Street, Suite 1220
T +1 509 241 1527
Philadelphia, PA 19109
F +1 509 444 7863
Kang Haggerty &Fetbroyt LLC
mike.keyes@klgates.com
ekang@LawKHF.com
July 31,2014
Re: Foot Locker Corporate Services, Inc.

Amount Due Vizant Technologies, LLC
Your Letter dated July 22, 2014
Dear Mr. Kang:
We are litigation counsel to Foot Locker Corporate Services, Inc. ("Foot Locker"). We
are in receipt of your letter dated July 22, 2014, sent on behalf of Vizant Technologies, LLC
("Vizant"). Your client's demand for $944,456.40 has no basis in reality and showcases a
fundamental misunderstanding of the Consulting Agreement entered into by the parties on
May 31, 2013 ("Agreement"). Foot Locker has attempted in good faith to resolve its differences
with Vizant only to be subjected to concocted claims for consulting fees, unprofessional behavior
by the Vizant Management Team, and willful breaches of the Agreement. Your letter of July 22
is simply the last straw. Accordingly, pursuant to Section 8 of the Agreement, Foot Locker
hereby terminates the Agreement, effective immediately. Further, pursuant to Section 7 of the
Mutual Confidentiality Agreement dated May 31, 2013 ("Confidentiality Agreement") and
attached as Exhibit A to the Agreement, please promptly return all documents reflecting
Confidential Information, and all electronic or hard copies of such Confidential Information.
Finally, Vizant has intentionally and wilfully breached the Agreement and is engaging in
unfair competition and trademark infringement in violation of Sections 32 and 43(a) of the
Federal Lanham Act, 15 U.S.C. 1114, 1125(a). We hereby demand that Vizant immediately
remove from vizant.com and any other marketing collateral all references to Foot Locker, Foot
Locker Corporate Services, Inc. or the Foot Locker stylized logo, all of which Vizant was
expressly prohibited from using under Section 9 of the Agreement in the first instance. If we do
not receive written confirmation by August 4, 2014 at 5:00 p.m. (EDT), that you have removed
Foot Locker, Foot Locker Corporate Services, Inc. and the Foot Locker logo from vizant.com
and all associated marketing material, we will be left with no choice other than to pursue all legal
and equitable relief to which Foot Locker is entitled.
As for the claims set forth in your letter, we address each in turn.
klgates.com
K&L GATES
vKang u
Hld^T^Tr
Haggerty
& Fetbroyt LLC
Page 2
July 31, 2014
The "PAVD" Claim for S92.729.81
Vizant is not owed $92,729.81 as you assert in your letter.
The purported "cost
reductions" (upon which this fee is allegedly based) are not "directly attributable to PES's
Consulting Services" as required under the Agreement. See Section 1(h). As Vizant well knows,
in July 2013, Elavon migrated its PIN debit processing from Elan to Interlink. As a result ofthat
migration, the new processing system was calibrated so that Foot Locker was charged at the
lower rate beginning in July 2013 and on a going forward basis thereafter. Vizant notified Foot
Locker that there had been a $420,601.80 overcharge to Foot Locker, and was paid its 35%
consulting fee on April 15, 2014, after the refund was paid to Foot Locker by Elavon. Because
Elavon had already corrected its internal error prior to Vizant's review, though, Foot Locker is
not obligated to pay any further consulting fees related to this issue. For your consideration, we
attach as Exhibit A an email dated May 6, 2014, from Mr. Larry Hock, VP of Global Account
Management at Elavon. As Mr. Hock states, the issue with the PAVD overcharges was
"automatically corrected" when Elavon migrated from Elan to Interlink. We trust that this
explanation and email from Mr. Hock clarifies any misunderstanding on your client's part. We
consider this issue fully and finally resolved.
The "Unpaid Refunds" Claim for $851.726.59
Your client's May 9, 2014 Invoice No. FLCS-REF2 for consulting fees in the amount of
$851,726.59 is specious. In fact, after your client sent this invoice, Mr. Bizzaro admitted in a
follow-up telephone conversation that it was sent to Foot Locker "just to get its attention."
Further, Ms. Angie Grunte stated in her email of June 5, 2014 that "Vizant will issue a credit
memo for Invoice #FLCS-REF2 in the amount of $851,726.59" and that "Vizant will invoice
Foot Locker once it is identified that Foot Locker has benefited from any rebates or refunds
stemming from the debit card qualifications discrepancies" (emphasis ours). We attach as
Exhibit B Ms. Grunte's email, which you must not have reviewed in light of the allegations in
your letter of July 22. By your client's express admissions, Invoice No. FLCS-REF2 is
meaningless and carries no legal significance whatsoever.
Regardless of your client's admissions, the Invoice is also invalid in light of the express
terms of the Agreement. Section l(i) of the Agreement provides that "invoicing shall commence
when PES determines that some portion of its cost reduction recommendations have been
implemented on behalf of the Client and resulted in actual cost reduction." Section l(i)
(emphasis supplied). The Agreement further provides that "Client shall pay PES a Consulting
Fee for any Payment Processing Cost Reductions in PES's Cost Reduction Program that are
implemented and actually realized by Client during the Term of this Agreement" Agreement,
Section 5 (emphasis supplied). These provisions make it unambiguously clear that Vizant is not
owed any Consulting Fee until Foot Locker actually receives an economic benefit in the form of
either a refund or credit. The results of Vizant's "Durbin Analysis" has not been implemented,
and Foot Locker certainly has not realized any cost reductions or received any refunds from Visa,
MasterCard, or Elavon.
K&L GATES
F
H *J^
Kang Haggerty & Fetbroyt LLC
Page 3
July 31, 2014
Instead, here is what occurred to date with respect to this issue: On October 31, 2013,
Vizant presented Foot Locker with the so-called "Durbin Analysis" indicating that there were
possible overcharges totaling $1.6 million regarding regulated vs. non-regulated BIN ranges for
debit card processing (approximately $420,000 of those possible overcharges related to the
PAVD issue discussed above). Due to the size of the data set, Vizant, Elavon, and Foot Locker
all agreed that the data for one month-June 2013--would be examined by Elavon. After Elavon's
review, it validated the BIN Tables received from Visa and MasterCard and determined that there
were no overcharges to Foot Locker. There is no obligation for Foot Locker to do any further
investigation or due diligence with respect to this issue. We also consider this issue fully and
finally resolved.
The Alleged "Failure" To provide Payment Processing Cost Information
Contrary to the allegations in your letter, Foot Locker provided all of the information
required of it under the Agreement. Due to American Express and Discover making up a tiny
fraction of Foot Locker's total credit and debit card purchases (approximately 6% total), the
parties agreed that this data set would be sent to Vizant after Vizant completed its review of the
Visa, Mastercard and debitcard charges. Given that Foot Locker has nowterminated the contract
with Vizant, no such data will be provided.
As for your client's demand that it be given information regarding the Visa incentive
program, Foot Locker was not in a position to disclose information related to that program. As
Foot Locker previously explained, the documents provided to Foot Locker by Visa were
designated "confidential" and were provided to Foot Locker on the condition that the information
would not be shared with third parties. After inquiring whether Visa would allow Foot Locker to
share these incentive materials with Vizant, Foot Locker was informed that Visa would not waive
the confidentiality designations with respect to those documents. Vizant's continued demands
(including another improper one in your July 22 letter) are simply attempts to have Foot Locker
breach its agreement with Visa. As previously informed, Foot Locker was not~and is notwilling to breach that confidence.
Vizant's Breach of the Agreement and Confidentiality Agreement
It is Vizant~not Foot Locker-that has breached the Agreement and Confidentiality
Agreement. The Agreement prohibits Vizant from using "Client's logos, trademark, oridentity in
any manner including without limitation, in PES's Sales Presentation and Client's name in PES's
regular listing of clients." Agreement, Section 9. This provision was specifically negotiated by
Foot Locker and was an important, material part of the Agreement. Further, the Agreement
incorporates the Confidentiality Agreement. See Agreement, Section 7. The Confidentiality

Agreement provides that "neither Party shall disclose to any third party either the fact of the
Consulting Agreement between the Parties or any of the terms, conditions or facts with respect
thereto without the prior written consent of the other party." Regrettably, Vizant has violated
these provisions. The Foot Locker stylized logo is prominently displayed on your client's home
page, vizant.com. Foot Locker is also mentioned as a client elsewhere on your site. Enclosed as
K&L GATES
v H
'fvtT^Tr
Kang Haggerty & Fetbroyt LLC

Page 4
July 31,2014
Exhibit C are printouts from vizant.com where Foot Locker is referenced in violation of the
Agreements. Foot Locker is entitled to injunctive relief for these breaches. See Consulting
Agreement, Section 4.
The unauthorized use of the name Foot Locker Corporate Services, Inc., the Foot
Locker word trademark, and the Foot Locker stylized logo also constitutes unfair competition
and trademark infringement under the Lanham Act, 15 U.S.C. 1051 et seq. We hereby demand
that your client immediately cease and desist from any further use of the name Foot Locker
Corporate Services, Inc., the federally-registered trademark Foot Locker as depicted in U.S.
Trademark Registration No.3,810,824, and the stylized version of the Foot Locker logo as
depicted in U.S. Trademark Registration Nos. 85,832,195, 85,800,132, and 85,452,377. All
references to Foot Locker Corporate Services, Inc., Foot Locker, the stylized Foot Locker logo,
and any other trademarks or logos of Foot Locker must be immediately removed from any
website and marketing collateral by no later than August 4. 2014, with written confirmation of
your client's compliance received by Foot Locker by that date as well.
Conclusion
In sum, Foot Locker has no intention of paying your client fees for services never
provided and for refunds and credits never realized by Foot Locker. Foot Locker has no interest
in continuing to do business with Vizant, which has proven to be unprofessional, and
intentionally engaging in wilful breaches of the parties' Agreements. The Consulting Agreement
and Mutual Confidentiality Agreements are hereby terminated, effective immediately. We look
forward to receiving confirmation that Vizant has removed all references to Foot Locker and the
Foot Locker stylized logo from vizant.com and any other medium.
In sending this letter, Foot Locker expressly reserves all rights and does not waive any
claims or defenses it may otherwise assert against Vizant.
Very tru
JMK/nkt
Enclosures
cc: Client
EXHIBIT A
From: "Hock, Larry" <Larry.Hock@elavon.com>
To:
"Thompson, Linda" <Linda.Thompson@elavon.com>, "Fenner, Tate"
<tfenner@footlocker.com>
Date: 05/06/2014 05:10 PM
Subject:PADD clarification
Tate,
Per our conversation just wanted to clarify. Elavon did not make programming changes to correct the
issue we discovered during the Vizant review. The issue was automatically corrected when we migrated
Interlink pin debit processing from Elan to Interlink direct. Elavon did not realize there was an issue at
the time, but once the error was uncovered we confirmed it was corrected with the migration. The
correction took place during July of 2013 before the Vizant review ever began.
I hope this helps clarify the issue and the correction.
Please let me know if you would like to discuss.
Regards,
Larry Hock
VP - Global Account Management
Elavon
(513) 254-7363
The information contained in this e-mail and in any attachments is intended only for the person or entity
to which it is addressed and may contain confidential and/or privileged material. Any review,
retransmission, dissemination or other use of, or taking of any action in reliance upon, this information
by persons or entities other than the intended recipient is prohibited. This message has been scanned
for known computer viruses.
The information in this e-mail, and any attachment therein, is confidential and for use by the addressee
only. If you are not the intended recipient, please return the e-mail to the sender and delete it from
your computer.
Although the Company attempts to sweep e-mail and attachments for viruses, it does not guarantee
that either are virus-free and accepts no liability
for any damage sustained as a result of viruses.
EXHIBIT B
From: Angie Grunte <agrunte@vizant.com>

To:
"tfenner@footlocker.com" <tfenner@footlocker.com>,
"acollins@footlocker.com" <acollins@footlocker.com>,
Cc:
Joseph Bizzarro <jbizzarro@vizant.com>, Kimberly Dallin

<kdallin@vizant.com>
Date:
06/05/2014 06:50 PM
Subject:Vizant & Foot Locker: Next Steps
Tate and Ann Marie,
Thank you again for your time this morning. Joe, Kim and Iappreciated you sharing your concerns and
felt the conversation was productive. We are committed to our partnership with Foot Locker and look
forward to continuing with our efforts on your behalf. In orderto proceed, we have prepared an
amendment to the existing agreement which will serve to clearly establish the expectations for both
Vizant and Foot Locker as we continue addressing the cost reduction and cost recovery opportunities
identified for your organization.
Specifically, this amendment incorporates the following topics from this morning's discussion:
I
Vizant will issue a credit memofor Invoice #FLCS-REF2 in
the amount of$851,726.59

o Vizant will invoice Foot Locker once it is identified that
Foot Locker has benefited from any rebates or refunds stemming
from the debit card qualifications discrepancies
The Billing Term will be extended foran additional 12
I
|
I
f
months enabling Vizant and Foot Locker towork together toimplement

therecommended strategies and solutions outlined in Vizant's
|
|
Financial Payments Analysis and Recommendations Report and Durbin
Analysis &Qualification Project Report
In exchange, Foot Locker will agree to pay all outstanding

PAVD invoices and continueto compensate Vizant for all PAVD related
{
{
cost reductions realized during the Billing Term
Foot Locker will also provideVizant with the financial and
key business terms of all of its payment acceptance related
agreements as well as documentation relating to any financial

incentives Foot Locker has received or will receive from its partners
f
|
(Visa, MasterCard, American Express, Discover, Elavon or any of their
successors)
by permitting Vizant to engage directly with its partners, Visa,
Foot Locker agrees to enable and support Vizant's efforts
MasterCard, Discover, American Express and Elavon, as we address the
Card Brand and Debit Qualificaiton iniatitives
Using this as ourfoundation, we are confident that together Vizant and Foot Locker will move quickly to
capture the available opportunities and generate substantial value for both organizations. Please review
j
S
the enclosed amendment and do not hesitate to contact me with questions. Joe, Kim and Ilook forward
to discussing the amendment and nextsteps in this process with your Tuesday, June 10th at 3 pm EST.
Best regards,
Angie Grunte
Senior Vice President
Vizant Technologies | www.vizant.com

Mobile | 509.954.6432
agru nte@ viza nt.com
The information contained in this email is proprietary in nature. It is the product of intellectual property
owned by Vizant Technologies LLC.
Pursuant to our Professional Services Agreement, if the strategies and solutions set forth herein result
in cost reductions, cost eliminations or cost recapturing realized by Client, no matter whether Vizant or
Client effected said reduction, elimination or recapturing, then Vizantwill invoice in accordance with
said Agreement.(See attached file:
FootLocker_Amendment_060514.doc)
The information in this e-mail, and any attachment therein, is confidential and for use by the addressee
only. Ifyou are not the intended recipient, please return the e-mail to the sender and delete it from
your computer.
Although the Companyattempts to sweep e-mail and attachments for viruses, it does not guarantee
that either are virus-free and accepts no liability
for any damage sustained as a result of viruses.
EXHIBIT C
Avizani
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Vizant is a financial consulting and advisory firm with a specialty focus in the area of financial payments. We work with organizations to maximize the
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Contact the Financial Payments Expert Today!
liltp://vizantcom/clients/all-clients/by-category/retail-stores-online-retail[7/31/2014 4:37:31 PM]
?06iitacrus:
Locations
Brandywine
5 Chnstv Dn
Spokane WA
P: 610.358.1003
P: 509.755.0621
F: 866.526.5001
F: 866.464.4869
120 Adelaide St West

Suite 2500
Lonaon.
Toronto ON M5H 1T1
Umtea Kingdom
SE1 ?RI~
P: 0203.283.4412
P: 416.644.1566
F: 866.438.7813
htlp://vizant.com/clients/all-clients/by-category/retail-stores-online-retail[7/31/2014 4:37:31 PM]
INVOICE
^Vizant
Vizant- The Financial Payments Expert
Foot Locker
Name
Foot LockerCorporate Services, Inc.
Invoice No.
Address
Date
City
3543 Simpson Ferry Rd

Camp Hill, PA17011
Attention
Tate Fenner
FLCS: 9 -12
8/31/2014
Professional
Cost Reduction
S
S
S
127,841.98
511,744.59
453,788.40
346,236.00
Description
Rate
PAVD Qualification Errors far Apr -Jul 2014
35%
Durbin Analysis-Qualification Errors forApr-Jul 2014

Card Network Interchange Incentives forApr -Jul 2014
Visa FANFIncentivesforApr-Jul 2014
3596
3594
3596
Sendees Fee
$
$
$
$
TOTAL DUE $
Payment Terms
44,744.69
179,110.61
158,825.94
121,182.60
503,863.85
Paymentdue on receiptofinvoice.
Unpaid balances will accrue interest per agreement terms.
Remit To
5 Christy Drive, Suite 202

BrandywIneTwo
Chadds Ford, PA 19317
With theever increasing costoffinancial payment acceptance, many organizations areimplementing strategies to recoup and
recover their cost of acceptance.
Vizant has implemented strategies to recoup acceptance costs formany ofits existing clients including Fortune 100 companies,
small local and regional businesses, online retailers, universities, physician practices, medical device companies, non-profit
institutions, andtraveland entertainment companies. Vizant would like to presentyour organization with customized solutions
specific to your industry and marketplace while maintaining compliance with regulations andalignment with organizational
profit goals.
For more Information go to http://vlzant.com/payment-blog/

Vizant - The FinancialPayments Expert
Pennsylvania 610.333.1003
Washington 509.755.0621
Ontario 416,644.1566

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CIVIL COVER SHEET

initiating the civil docket sheet.

VIZANT TECHNOLOGIES, LLC

FOOT LOCKER CORPORATE SERVICES, INC., &FOOT LOCKER

ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER

ATTORNEYS (IF KNOWN)

Eric Praaer, J. Michael Keyes, &Sarah Kenney

K&L Gates LLP 599 Lexington Avenue, New York, NY 10022

(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY)

IS THIS AN INTERNATIONAL ARBITRATION CASE?

If yes, give date

(PLACE AN [x]IN ONE BOX ONL Y)

ACTIONS UNDER STATUTES

[ ]320 ASSAULT, LIBEL&

[ ]350 MOTOR VEHICLE

( ] 360 OTHER PERSONAL

I 1 362 PERSONAL INJURY MED MALPRACTICE

[ J365 PERSONAL INJURY

[ ]445 AMERICANS WITH

[ 1370 OTHER FRAUD

[ ] 380 OTHER PERSONAL

[ ] 710 FAIR LABOR

[ ] 385 PROPERTY DAMAGE

LEAVE ACT (FMLA)

[ ] 530 HABEAS CORPUS

[ ]790 OTHER LABOR

( ]791 EMPL RET INC

PRISONER CIVIL RIGHTS

[ ] 465 OTHER IMMIGRATION

[ ]480 CONSUMER CREDIT

( ) 890 OTHER STATUTORY

[yj 820 COPYRIGHTS

[ J463 ALIEN DETAINEE

[ ]368 ASBESTOS PERSONAL l '

ACTIONS UNDER STATUTES

I 1 375 FALSE CLAIMS

[ ]440 OTHER CIVIL RIGHTS

PHARMACEUTICAL PERSONAL ( j 625 DRUG RELATED

& Case No.

[ ) 891 AGRICULTURAL ACTS

[ ] 870 TAXES (U.S. Plaintiffor

( 1871 IRS-THIRD PARTY

Checkif demanded in complaint:

CHECK IF THIS IS ACLASS ACTION

Check YES onlyifdemanded incomplaint

JURY DEMAND: SYES OjO

MTHISCASE IS RELATED TO A CIVIL CASE NOWPENDING IN S.D.N.Y.?

LJ 5 Transferred from Q 6 Multidistrict

Q2 U.S. DEFENDANT S 3 FEDERAL QUESTION

(U.S. NOT A PARTY)

CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)

CITIZEN OF ANOTHER STATE

INCORPORATED and PRINCIPALPLACE

OF BUSINESS IN ANOTHER STATE

OF BUSINESS IN THIS STATE

PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)

New York, NY 10120

New York County

DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)

Vizant Technologies, LLC

THIS ACTION SHOULD BE ASSIGNED TO: