Juno 2014 Annual Report Download - page 125

Table of Contents
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the acquisition of such companies. The Company maintains director and officer insurance, which may cover certain liabilities, including those arising from
its obligation to indemnify its directors and certain of its officers and employees, and former officers, directors and employees of acquired companies, in
certain circumstances.
It is not possible to determine the maximum potential amount of exposure under these indemnification agreements due to the limited history of prior
indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements may not be subject
to maximum loss clauses.
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In June 2011, Memory Lane, Inc., a California corporation, filed a complaint in United States District Court, Central District of California, against
Classmates International, Inc., Classmates Online, Inc. and Classmates, Inc. (then known as Memory Lane, Inc.) ("Classmates"), alleging false designation of
origin under the Lanham Act, 15 U.S.C. section 1125, and state and common law unfair competition. The complaint included requests for an award of
damages and for preliminary and permanent injunctive relief. Notwithstanding the request for preliminary injunctive relief, no motion for such relief was
filed. Classmates responded to the complaint in September 2011. In October 2011, the plaintiff amended its complaint to, among other things, dismiss
Classmates International, Inc. and add United Online, Inc. as a defendant. In February 2014, the jury issued a verdict for the defendants, concluding that the
defendants did not infringe plaintiff's trademark and the court entered judgment in favor of the defendants. In March 2014 plaintiff filed a notice of appeal of
the judgment in favor of defendants. The plaintiff's appeal brief was filed in November 2014. Classmates' opposition brief was filed in December 2014.
Plaintiff's reply brief is due to be filed in March 2015.
In March 2014, Modern Telecom Systems LLC filed a complaint in the United States District Court for the Central District of California, Southern
Division, against Juno Online Services, Inc. and NetZero, Inc. alleging infringement of certain patents relating to the commercial operation of their dial-up
internet services. The complaint seeks an injunction, damages and other relief. On July 10, 2014, Juno Online Services, Inc. and NetZero, Inc. were served
with the complaint. On July 23, 2014, Juno Online Services, Inc. and NetZero, Inc. were served with an amended complaint in the same matter. In November
2014, Juno Online Services, Inc. and NetZero, Inc. filed a Motion for Judgment on the Pleadings seeking dismissal of the amended complaint. The motion is
scheduled to be heard in March 2015. The court has set a trial date of January 26, 2016.
The Company has been cooperating with certain governmental authorities in connection with their respective investigations of its former post-
transaction sales practices and certain other current or former business practices.
•In 2010, Classmates, Inc. and FTD.COM Inc. received subpoenas from the Attorney General for the State of Kansas and the Attorney General
for the State of Maryland, respectively. These subpoenas were issued on behalf of a Multistate Work Group that currently consists of the
Attorneys General for the following states: Alabama, Alaska, Delaware, Florida, Idaho, Illinois, Kansas, Maine, Maryland, Michigan, Nebraska,
New Mexico, New Jersey, North Dakota, Ohio, Oregon, Pennsylvania, South Dakota, Texas, Vermont, Washington and Wisconsin. The inquiry
concerns certain post-transaction sales practices in which these companies previously engaged with certain third-party vendors and certain
auto-renewal practices of Classmates, Inc. In the
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