Collective Digital Studio v. Annoying Orange PDF

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ORIGINAL
Bryan J. Freedman (SBN i51990) ^
bfreedman@ftilp.com
Brian E. Turnauer (SBN 214768)
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Coanry OfLoi Angeles
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FREEDMAN &TAITELMAN, LLPpO'T'Ô
Los Angeles, California 90067
DEC 23 2014
1901 Avenue of the Stars, Suite 500
Telephone: 310-201-0005
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Facsimile: 310-201-0045
Attorneys for Petitioner Collective Digital Studio, LLC
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SUPERIOR COURT OF THE STATE OF CALIFORNIA

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FOR THE COUNTY OF LOS ANGELES
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COLLECTIVE DIGITAL STUDIO, LLC

a California Corporation
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Petitioner,
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Case No.
8S12282
(Petition filed:
(Assigned to: Hon.
vs.
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DANE BOEDIGHEIMER, an individual;

and ANNOYING ORANGE, INC., a
California corporation.
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Respondents.
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NOTICE OF PETITION AND PETITION OF

PETITIONER COLLECTIVE DIGITAL
STUDIO, LLC FOR APPOINTMENT OF
ARBITRATOR AND STAY ARBITRATION;

MEMORANDUM OF POINTS AND
AUTHORITIES AND DECLARATION OF
BRYAN J. FREEDMAN IN SUPPORT
V*
THEREO
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Date:
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Time:
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Dept.
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[Request for Judicial Notice filed concurrently]
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TO ALL PARTIES AND TO THEIR ATTORNEYS OF RECORD:

PLEASE TAKE NOTICE that on
thereafter as counsel may be heard in Department
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located at 111 North Hill Street, Los Angeles, California 90012, Petitioner Collective Dig'Ralb
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Studio, LLC ("Petitioner" or "CDS"), will and hereby does petition the above-entitled Couryo^
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PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY ARBITRATION

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do the following:
(1)
Appoint a neutral arbitrator to arbitrate adispute among the parties; and
(2)
Stay the arbitration until a pending matter involving the respondents and a third
party is resolved.
The Petition is based upon CCP 1281.6 on the grounds that courts have the power to
appoint a neutral arbitrator where the arbitration clause in the parties' agreement does not
designate the arbitrator ora method for selecting the arbitrator. 0
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In the instant matter, the arbitration clause contained in the April 22, 2013 "Online
Distribution Agreement" (the "Agreement") entered into between Petitioner and respondents
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Dane Boedigheitner ("DB") and Annoying Orange, Inc. ("AO") (collectively, DB and AO
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referred to herein as the "Respondents") (Petitioner and Respondents will be collectively referred
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to as, the "Parties") does not designate an arbitrator, method for selecting the arbitrator or
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arbitration venue.
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The Agreement, among other things, sets for the terms in which Petitioner may distribute
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and produce content for the Annoying Orange cartoon character ("AO Character"). Respondents
claim copyright ownership in the AO Character. Adispute has arisen between the Parties arising
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out ofthe Agreement, including issues relating to the AO Character.
The Petition is also based upon CCP 1281.2(c) on the grounds that Respondents are
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also aparty to a pending court action with a third party, arising out ofaseries ofrelated
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transactions and there is a possibility ofconflicting rulings on acommon issue oflaw or fact, and
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arbitration is not the optimal forum for the Parties to address their disputes under the Agreement
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until the pending claims are litigated. Specifically, Respondents are sued by athird party in the
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District Court ofNorth Dakota for copyright infringement over the AO Character. The District
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Court's ruling on whether the AO Character infringes on the third party's copyrights will have a
significant impact on the Parties' arbitration proceedings in this matter, including the claims to
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be arbitrated between the Parties.
The Petition will be based upon this Notice, the Petition, Request for Judicial Notice in
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Support of the Petition, the Memorandum of Points and Authorities and Declaration of Bryan J.
Freedman, Esq. attached hereto and upon such evidence as may be presented at the time ofthe
hearing on the Petition.
Dated: December23, 2014
FREEDMAN & TAITELMAN,LLP
By
Bryan J. Pfeeman
Brian E. Tumauer
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Attorneys for Petitioner Collective Digital Studios, LLC
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1.
PETITION FOR APPOINTMENT OF NEUTRAL ARBITRATOR
AND TO
STAY ARBITRATION PENDING THE OUTCOME OF ANOTHER MATTER

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Petitioner Collective Digital Studio, LLC ("Petitioner" or "CDS") hereby states as

follows:
1.
On or about April 22, 2013, Petitioner entered into an "Online Distribution
Agreement" with respondents Dane Boedigheimer ("DB") and Annoying Orange, Inc. ("AO")
(collectively, DB and AO referred to herein as the "Respondents") dated April 22,2013 (the
"Agreement"). A true and correctcopy of the Agreement is attached hereto as Exhibit"A" to the
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Declaration of Bryan J. Freedman, Esq.. ("Freedman DecL") and incorporated as though fully set
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forth herein.
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2.
The Agreement, in part, sets forth terms for the Petitioner to be the "on-line
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distributor" for, among other things, the Annoying Orange cartoon character ("AO Character"),
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as well as the producerof certain content including content pertaining to the AO Character.
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Respondents claim to own the copyright and trademark in the AO Character.
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3.
A dispute has arisen between the Petitionerand Respondents (collectively, the
"Parties") arising out of the Agreement, including issues relating to the AO Character.
4.
The Agreement contains an arbitration provision at paragraph 14c. which states:
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c. Arbitration; Choiceof Law. Anyand all such disputes arising under this
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Agreement shall be governed by the laws of the State of California without
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regard to conflicts of laws and be settled by binding arbitration.
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See Agreement, f 14. Paragraph 14 does not specify an arbitrator or arbitration provider.
5.
On November 26, 2014, Respondents filed a "Statement of Claims and Demand
for Arbitration" ("Demand for Arbitration") with ADR Services.

6.
On or about December 19, 2014, counsel for Petitioner wrote to counsel for the
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Respondents. He informed Respondents' counsel that the Agreement does not name ADR
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Services as the administrative body to govern arbitration proceedings between the Parties. He
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requested an in person meeting with Respondents' counsel for the week of December 22, 2014,
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to discuss the parameters for arbitration between the Parties, including the selection of an
arbitrator and arbitration venue. A copy of the December 19, 2014 letter is attached to the
Freedman Dec!, as Exhibit "C," and incorporated by this reference,
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7.
Counsel for the Parties have been unable to come to an agreement on the selection
or an arbitrator, arbitration forum or arbitration rules.
8.
On December 22, 2014, counsel for Petitioner filed an objection to the Demand
for Arbitration with ADR Services on the grounds that ADR Services is not named as the
administrative body to govern the arbitration proceedings and therefore ADRServices has no
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authority to act. A copy of Petitioner's objection is attached to the Freedman Decl. as Exhibit
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"D," and incorporated by this reference.
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9.
Pursuant to CCP 1281.6, the Court is empowered to appoint a neutral arbitrator
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when the parties' arbitration agreement does not provide a method for appointing an arbitrator or
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arbitration forum.
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10.
Pursuant to CCP 1281.2(c)(4), the Court is also empowered to stay the
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arbitration proceeding if a partyto the arbitration agreement is also a partyto a pendingcourt
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action with a third party, that arises out of the same transaction or series of related transactions,
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and there is a possibility of conflicting rulings on a common issue of law or fact.
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11.
On or about March 5, 2013, thirdparty H2M, Inc., a North Dakotacorporation
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("H2M"), filed a lawsuit in the District Court of North Dakota, Southeastern Division, against
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DB, AO, Annoying Orange, LLC and SpencerGrove, alleging claims for Federal Copyright
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Infringement (17 U.S.C. 501(a)), Seizure and Impounding (17 U.S.C. 503) and Unjust
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Enrichment, case number 3:13-cv-00031-KKK (the "Pending Federal Action"). H2M claims
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copyright ownership in the Talking Orange cartoon character and allegescopyright infringement
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by the AO Character. H2M is seeking damages and an injunction to prevent the Respondents
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from profitingoff of their product, the Talking Orange cartoon character.
IV
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12.
The District Court's ruling on the copyright infringementclaim against the AO
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Character will have asignificant impact on the Parties' arbitration proceedings in this matter,
including the claims to be arbitrated. Respondents have represented that they own the copyright
in the AO Character and that they are free to enter into the Agreement with the Petitioner.
However, the District Court's ruling may say otherwise, thus completely changing the landscape
ofthe Parties' arbitration proceedings in the instant matter, including the claims to be arbitrated.
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Trial in the Pending Federal Action is scheduled for June 15, 2015.
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Acopy ofthe Complaint in the Pending Federal Action isattached to the
concurrently field Request for Judicial Notice inSupport of Petition asExhibit "B," and
incorporated by this reference.
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Pursuant to CCP 1281.2(c)(4), once this Court appoints an arbitrator, Petitioner
seeks to stay the arbitration pending the outcome ofthe Pending Federal Action.
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Dated: December 23, 2014
FREEDMAN & TAITELMANCELP
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Bryan J. Freeman
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Brian E. Tumauer
Attorneys for Petitioner Collective Digital Studios, LL
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MEMORANDUM OF POINTS AND AUTHORITIES
Petitioner Collective Digital Studio, LLC ("Petitioner" or "CDS") hereby submits its
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memorandum of point and authorities in support of its Petition to appoint an arbitrator and stay
the arbitration proceedings pending theoutcome of an existing Federal Courtaction involving a
third party and the same respondents.
I.
INTRODUCTION
A.
The Agreement Between the Parties.
On or about April 22,2013, Petitioner entered into an "Online Distribution Agreement"
with respondents Dane Boedigheimer ("DB") and Annoying Orange, Inc. ("AO")(collectively,
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DB and AO referred to herein as the "Respondents") dated April 22, 2013 (the "Agreement").
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The Agreement, in part, sets forth terms for the Petitioner to be the"on-line distributor" for,
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among other things, theAnnoying Orange cartoon character ("AO Character"), as well as the
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producer of certain content, including content pertaining to the AO Character. Respondents
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claim to own the copyright and trademark in the AO Character and have represented to the
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Petitioner that they are free to enter into theAgreement as it pertains to the AO Character free
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and clear of any claims by third parties relating to the AO Character. A true and correct copy of
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the Agreement is attached hereto as Exhibit "A" to the Declaration of Bryan J. Freedman, Esq.
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("Freedman Decl.,") and incorporated herein.
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B.
The Parties' Dispute and Respondents Demand for Arbitration.
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A dispute has arisen between the Petitioner and Respondents (collectively, the "Parties")
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arising out of the Agreement, including issues relating to the AO Character. See Freedman Decl.
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The Agreement contains an arbitration provision at paragraph 14c. and states as follows:
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c. Arbitration; Choice of Law. Any and all such disputes arising under this
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Agreement shall be governed by the laws of the State of California without
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regard to conflicts of laws and be settled by binding arbitration.
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See Agreement, %14. However, paragraph 14 does not specify an arbitrator or arbitration forum.
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On November 26,2014, Respondents filed a "Statement of Claims and Demand for

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Arbitration" ("Demand for Arbitration") with ADR Services. See Freedman Decl. VC-
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Respondents AreSued in Federal Court Over CopyrightInfringement over

the AO Character.
On or about March 5,2013, third party H2M, Inc., aNorth Dakota corporation ("H2M"),
filed a lawsuit in the District Court ofNorth Dakota, Southeastern Division, against DB, AO,
Annoying Orange, LLC and Spencer Grove, alleging claims for Federal Copyright Infringement
(17 U.S.C. 501(a)), Seizure and Impounding (17 U.S.C. 503) and Unjust Enrichment, case
number 3:13-cv-00031-KKK (the "Pending Federal Action"). H2M claims copyright ownership
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in the Talking Orange cartoon character and alleges copyright infringement by the AO Character
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H2M is seeking damages and an injunction to prevent the Respondents from profiting off oftheir
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product, the Talking Orange cartoon character. Trial in the Pending Federal Action is scheduled
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for June 15, 2015. Acopy ofthe Complaint in the Pending Federal Action is attached to the
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concurrently field Request for Judicial Notice in Support ofPetition as Exhibit "B," and
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incorporated herein by this reference. See Freedman Decl. f!J4~6, See Request For Judicial
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Notice, Exhibit "B."
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Parties Cannot Agree on an Arbitrator or Arbitration Forum.
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On orabout December 19, 2014, Petitioner's counsel wrote to Respondents' counsel. He
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informed Respondents' counsel that the Agreement does not name ADR Services as the
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administrative body to govern arbitration proceedings between the Parties. Petitioner's counsel
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requested an in person meeting with Respondents' counsel for the week ofDecember 22,2014,
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to discuss the parameters for arbitration between the Parties, including the selection ofan
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arbitrator and arbitration venue. A copy of December 22 letter is attached to the Freedman Decl
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as Exhibit "C," and incorporated by this reference. See Freedman DecL ffl|9-l0, Exhibit "C."
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The Parties have been unable to agree on an arbitrator, arbitration forum or set of
arbitration rules. See Freedman Decl. *,Jl 1.
On December 22, 2014, prior to the filing ofthis Petition, counsel for Petitioner filed an
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objection to the Demand for Arbitration with ADR Services on the grounds that ADR Services is
not named as the administrative body to govern the arbitration proceedings and therefore ADR
Services has no authority to act. A copy of this objection is attached to the Freedman Decl. as
Exhibit"D," and incorporated by this reference. See Freedman Decl.^12-13, Exhibit "D."
II.
ARGUMENT
A.
This Court Should Appoint a Neutral Arbitrator and Set of Arbitration
Rules to Govern the Dispute Between the Parties.
A petition for appointment of an arbitrator may be necessary where the arbitration clause
does notdesignate the arbitrator or a method for selecting the arbitrator; or the method provided
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cannot be followed; or the designated arbitrator fails to act and the parties are unable to agree on
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a replacement. CCP 1281.6 ("Section 1281.6"); see American Home Assur. Co. v. Benowitz
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(1991) 234 Cai.App.3d 192,199. The court will nominate five personsselected from lists
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suppliedby the parties or obtained from governmental agencies or private associations concerned
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with arbitration. Section 1281.6. If the parties do notagree on an arbitrator within five days after
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receipt of the court's list, the courtwill appoint one of the persons on that list. Id.
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Paragraph 14c of the Agreement provides for binding arbitration of "[a]nyand all such
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disputes arising under this Agreement." See Agreement, ^[14. However, theAgreement neither
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designates a particular arbitrator to preside over the arbitration, nor specifiesan arbitration
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provider, such as JAMS or AAA.
A dispute has arisen between the Petitioner and Respondents arising out of the
Agreement, including issues relating to the AO Character. However, the Parties have been
unable to agree upon an arbitrator, arbitration provider/ forum or set of arbitration rules. See
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Freedman Deck, ffi[7-l 1. Petitioner requests that the Courtapply Section 1281.6 and nominate
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five potential arbitrators. If the Parties fail to select an arbitrator from the Court's nominees
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within five days, then Petitioner requests that the Courtappoint an arbitratorfrom the list of
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nominees.
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B.
This Court Should Stay the Arbitration After it Appoints a Neutral

Arbitrator So As To Avoid Conflicting Rulings.
The Court has discretion to notorder arbitration of a controversy if a party to the
arbitration agreement is also a party to a pending court action with a third party, that arises out of
the same transaction or "series of related transactions," and there is a possibility ofconflicting
rulings ona common issue of law or fact. See CCP 1281.2(c); Daniels v. Sunrise Senior Living,
Inc., 212 Cal.App. 4th 674, 679 (2013); Best Interiors, Inc. . Millie &Severson, Inc., 161
Cal.App. 4l 1320, 1329-1330 (2008); Whaley v. Sony Computer Entertainment America, Inc.,
121 Cal.App. 4th 479, 485-486 (2004). The Court may also stay the arbitration pending the
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outcome in the pending matter. "If the court determines that a party to the arbitration is also a
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party to litigation in a pending court action or special proceeding with a third party as set forth
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under subdivision (c) herein, the court...(4) may stay arbitration pending the outcome of the
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court action or special proceeding." See CCP 1281.2(c)(4) (emphasis added).
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There is a Possibility of Conflicting Rulings if Arbitration is not Staved.
There is a possibility of conflicting rulings onthe common issues of ownership inthe
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Copyright of the AO Character, copyright infringement of the AO Character, Respondents' right
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to enter into agreements involving the AO Character and Respondents' right to make certain
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representations about their ability to enter into agreements involving theAO Character if
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arbitration is notstayed. For example, in the Pending Federal Action, the Court may find that the
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AO Character infringes the copyright of the Talking Orange cartoon character and award
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significant damages to H2M. Conversely, in the instant matter, the arbitrator may simply find
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that Petitioner breached the Agreement and never address the copyright issue and whether
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Respondents even had the authority to make certain representations about the AOCharacter to
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the Petitioner priorto entering into the Agreement. Therefore, this Court should stay the
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arbitration in the instant matter pending theoutcome of the Pending Federal Action.
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Indeed, the District Court's ruling on the copyright infringement of the AO Character will
have a significant impact on the Parties' arbitration proceedings inthe instant matter, including
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the claims to be arbitrated. Respondents have represented that they own the copyright in the AO
Character and are free to enter into the Agreement with the Petitioner. However, the District
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Court's ruling may say otherwise, thus completely changing the landscape ofthe Parties'
arbitration proceedings, including the claims brought by the Parties. Ifthe District Court finds
copyright infringement by the AO Character, then Petitioner's claims in the instant matter will go
beyond just a breach ofthe Agreement. Petitioner's claims will include Respondents' fraudulent
misrepresentations about its ownership in the AO Character and its ability to enter into the
Agreement as it relates to the AO Character.
Trial in the Pending Federal Action is scheduled for June 15,2015. Given the possibility
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ofconflicting rulings, and the importance ofthe court's finding in the Pending Federal Action,
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this Court should exercise its discretion by ordering this matter stayed until the Pending Federal
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Action is resolved.
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CONCLUSION
For all ofthe foregoing reasons, Petitioner respectfully requests that the Court grant this
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Petition and apply Section 128.6 for the purposes ofselecting an arbitrator and the stay the matter
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pursuant to CCP 1281.2(c)(4) pending the resolution ofthe Pending Federal Action.
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Dated: December 23, 2014
FREEDMAN & TAITELMAN, LLP
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Bv:
Bryan J. Freeman
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Brian E. Turnauer
Attorneys for Petitioner Collective Digital Studios, LLC
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DECLARATION OF BRYAN J. FREEDMAN, ESQ.
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I, Bryan J. Freedman, hereby declare and state as follows
1.
1 am an attorney at law, duly licensed to practice before all courts in the State of
California, and am a partner in the law firm of Freedman & Taitelman, LLP ("F&T"),
attorneys of record for petitioner Collective Digital Studio, LLC ("Petitioner" or "CDS") in
this matter. I have personal knowledge of the facts stated herein and, if called upon as a
witness, I couldand would competently testify as to the veracity of such facts.
2.
A true and correct copy of the written "Online Distribution Agreement" entered
into on or about April 22, 2013 between Petitioner, on the hand, and respondents Dane
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Boedigheimer ("DB") and Annoying Orange, Inc. ("AO") (collectively, DB and AO referred
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to herein as the "Respondents") (the "Agreement"), on the other hand, is attached hereto as
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Exhibit "A."
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3.
The Agreement, in part, sets forth terms for the Petitioner to be the "on-line
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distributor" for, among other things, the Annoying Orange cartoon character ("AO
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Character"), as well as the producer of certain content, including content pertaining to the AO
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Character.
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4.
On or about March 5, 2013, third party H2M, Inc., a North Dakota corporation
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("H2M"), filed a lawsuit in the District Court of North Dakota, Southeastern Division, against
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DB, AO, Annoying Orange, LLC and Spencer Grove, alleging claims for Federal Copyright
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Infringement (17 U.S.C. S0l(a, Seizure and Impounding (17 U.S.C. 503) and Unjust
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Enrichment, case number 3:l3-cv-00031-KKK (the "Pending Federal Action"). Here, H2M
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claims copyright ownership in the AO Character and is seeking damages and injunction to
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prevent the defendants from profiting off of their product.
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5.
A copy of the Complaint in the Pending Federal Action that my office
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downloaded from PACER is attached as Exhibit "B," to the concurrently filed "request for
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judicial notice" and incorporated by this reference.
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6.
I am informed that trial in the Pending Federal Action is set for June 15,2015.
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On orabout November 26, 2014, counsel for Respondents, Martin Singer, filed
a "Statement ofClaims and Demand for Arbitration" ("Demand for Arbitration") with ADR
Services.
8.
The dispute between the Parties involves, in part, which of the Parties breached
the Agreement with respect to, among other things, the on-line distribution of the AO
Character and the production of certain content, including content concerning the AO
Character, by Petitioner.
9.
On December 19, 2014, 1 wrote to Mr. Singer and informed him that the
Agreement does not name ADR Services as the administrative body to govern arbitration
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proceedings between the Parties. Further, I requested an in person meeting with Mr. Singer
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for the week of December 22, 2014, to discuss the parameters for an arbitration between the
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Parties, including the selection of an arbitrator and arbitration venue.
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10.
A copy of my letter of December 19, 2014 is attached hereto as Exhibit "C", and
incorporated by this reference.
11.
The Parties have been unable to agree on an arbitrator, arbitration venue or
forum, or arbitration rules.
12.
On December 22, 2014, my office filed an objection to the Demand for
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Arbitration with ADR Services on the grounds that ADR Services is not named as the
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administrative body to govern the arbitration proceedings and therefore ADR Services has no
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authority to act.
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13.
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A copy of Petitioner's objection is attached hereto as Exhibit "D," and
incorporated by this reference
I declare under penalty of perjury under the laws of the Stateof California that the
foregoing is true and correct.
Executed on this _Lf__
day of_(J^ff^flQ14, at Los Angeles, California.
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Bryan J. Freedman
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EXHIBIT A
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EXHIBIT "A"
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ONLINE DISTRIBUTION AGREEMENT
This Online Distribution Agreement (the "Agreement") is effective as ofthe 22nd day of April, 20 i3 (the
"Effective Date") by and between Collective Digital Studio, LLC, a California limited liability company,
including its assignees, designees and affiliated entities (collectively, "Distributor"), on the one hand, and
Annoying Orange, Inc., including its affiliated entities, and Dane Boedigheimer, an individual (or such entity
duly designated by Mr. Boedigheimer in writing) (collectively with Annoying Orange, Inc. referred to herein
as "Producer"), on the other hand.
RECITALS
WHEREAS, Distributor is a leading and adequately capitalized worldwide distributor ofdigital content on
digital andtraditional platforms;
WHEREAS, Producer is the creator and exclusive owner of certain videos and video content ("Content", as
further definedherein); and
WHEREAS, Producer desires to appoint and engage Distributor, and Distributor desires to act as and.be
engaged as Producer's exclusive on-line distributor for the purpose of exploiting the Content on digital
platforms; and
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WHEREAS, Producer has previously entered into a similar online channel distribution agreement with
Distributor dated April 22, 20! I("Previous Distribution Agreement"); and
WHEREAS, the parties hereto have agreed that the terms of the Previous Distribution Agreement shall
continue until the Effective Date, following which the Previous Distribution Agreement shall terminate, and all
of the terms of this Agreement shall take effect and supersede and replace all of the terms of the Previous
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Distribution Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual promises and undertakings set forth
herein, and other good and valuable consideration, the parties hereby agree as follows:
I. Definitions.
a. "Content" shall mean any and all audiovisual content created, owned or controlled by Producer, and
whether or not any such audiovisual content is funded by or on behalf Distributor, which Producer intends to
exploit, or is otherwise, in fact, exploited, initially on one or more Authorized Platforms (defined below),
including, without limitation, any Content (including, the Distributor Funded Content (as defined in this
Agreement)) as may be distributed on or through the websites and/or YouTube channels as described in
iy.ft'b'* Aattached hereto, and/or any and all other websites and/or YouTube channels that may be created,
developed and/or acquired by Producer during the Term, and whether or not such websites and/or channels are
funded by or on behalf ofDistributor. For purposes ofclarification, Producer intends or agrees that the initial
exploitation ofContent is on an Online Platform prior to exploitation in any other form ofmedia.
b. "Online Rights" shall mean the right to stream, transmit, exhibit, display, and/or distribute the
Content on Authorized Platforms (defined below).
c. "Authorized Platforms" shall mean the "internet", any computer ormobile network, any platform
on which videos can be viewed within or accessed via a web browser, websites, social networks, mobile
platforms, smartphones, tablet devices, television sets via "connected devices" (such as Google TV, Boxee, or
Roku), or applications developed for mobile device marketplaces (such as the Apple "App Store" or Google
"Android Market") and any and all other digital platforms whether now known or later developed. For the
avoidance of doubt, "Authorized Platforms" shall not include any tiaditiona! form of television distribution
now known orhereafter devised, including without limitation terrestrial, broadcast, satellite cable and so-called
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video ondemand ("VOD"). All other rights ofdistribution are reserved to Producer.
d. "Distribution Agreement" shall mean an agreement (including amendments, addenda, and the like)
between Distributor and a Licensee (defined below) to distribute or sub-distribute Content on Authorized
Platforms.
e. "Licensee^)" shall mean those parties who enter into a Distribution Agreement for the purposes of
exhibiting, broadcasting, transmitting, displaying, and/or distributing Content on Authorized Platforms. For
purposes of clarification, such term shall include any person or entity who acquires rights and/or obligations
under a Distribution Agreement, whether as asublicensee, successor orassign.
f. "Distribution Revenues" shall mean any and all monies or other considerations received by or
credited to Distributor (i) which are paid by Licensees pursuant to Distribution Agreements, whether such
payments are characterized as license fees, royalties, or otherwise, or(ii) which are otherwise derived from: (a)
the exploitation ofthe Online Rights, less any and all actual, out-of-pocket hosting, server or ad serving costs
incurred by or on behalf ofDistributor in connection with the Content; provided, however, that such costs shall
not be incurred in connection with the YouTube channels described in Exhibit A: (b) the exercise of the
Online Rights, (c) any websites and/or YouTube channels as described in Exhibit A attached hereto; and/or
(d) any and ail other websites and/or YouTube channels that may be created, developed and/or acquired by
Producer or through which the Content is exhibited during the Term, Distribution Revenues shall include
income received by Distributor from YouTube and other players, Producer's owned and/or operated websites,
orother destination or exhibition portals including websites directly controlled by Producer and/or Distributor,
including, without limitation, from the websites and/or YouTube channels as described in Exhibit A attached
hereto, and/or any and all other websites and/or YouTube channels that may be created, developed and/or
acquired by Producer during the Term or through which the Content is exhibited, whether in the form of
subscription fees, advertising revenue, purchase fees, rental fees, "partnership program" revenue share, or
otherwise. It is acknowledged that during the Term, Distribution Agreements shall provide that Licensees are
required to direct all payments of Distribution Revenues to Distributor; and Distributor shall be entitled to
receive all Distribution Revenues.
g. "Territory" shall mean worldwide.
h. "Integrations" shall mean products or services integrated into or configured in association with the
Content for which consideration is paid to Distributor. All Integrations shall be subject to the approval of
Producer.
i. "Integration Revenues" shall mean any and all monies or other considerations received by or
credited to Distributor from Integrations, whether in the form of monies or barter or otherwise.
2- Ownership/Grant of Rights.
a. Producer hereby grants and appoints Distributor the exclusive distributor ofthe Content (including
Distributor Funded Content (as defined below)) with respect to any and all Online Rights. During the Term,
Producer shall submit to Distributor all new content that Producer intends for Distributor to finance.
Distributor shall have thirty (30) days following the date that Producer submits such content to Distributor to
notify Producer in writing that Producer shall finance such content. IfDistributor fails to notify Producer in
writing ofits agreement to finance such new content within such 30-day period, then Distributor shall only
have the right to distribute such new content if it shall be distributed on the Annoying Orange or Daneboe
YouTube channels as determined by Producer in Producer's sole discretion. Without limiting the foregoing,
such rights shall include, but not be limited to, the right to monetize the Content by distributing and/or
licensing the exploitation of the Content for distribution and exploitation on Authorized Platforms and to
promote, negotiate, administer and manage the Online Rights (including the execution of ail Distribution
Agreements) for the exploitation of the Content. In furtherance ofthe foregoing, and solely to facilitate
Distributor's administration of the back-end and revenues for the Content, Producer shall transfer to
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Distributor during the Term the control necessary for Distributor toadminister all channels ofdistribution with
respect to all Authorized Platforms, including all websites owned or controlled by Producer or Producer's
affiliated entities, on which the Content is exploited, including, without limitation, any and all websites and
YouTube channels as described in Exhibit Aattached hereto, and including, without limitation, sole decision
making with respect to the same; provided, however, notwithstanding the foregoing, nothing contained herein
shall be deemed to transfer or convey from Producer to Distributor any (i) rights concerning the descriptions or
links from or to the Content as they appear in the Authorized Platforms or (ii) copyright or ownership interest
in or to the Content or in or to any Authorized Platforms on which the Content is exhibited or exploited, except
as otherwise provided for in Paragraph 2(e) and 2(f) hereof. If Distributor is in material default hereunder or
upon expiration of the Term of this Agreement, Distributor shall within two (2) business days return to
Producer administrative control over the Authorized Platforms. Distributor agrees to execute, acknowledge
and deliver to Producer and/or any third parry related to the Authorized Platforms any and all documents,
forms (whether in electronic format or otherwise) that Producer deems necessary to effectuate the transfer to
Producer of administrative control over such Authorized Platforms. If Distributor fails to do so within three
(3) business days following Producer's request, then Producer is hereby irrevocably appointed as the attorneyin-fact for Distributor, which shall be a power coupled with an interest with full rights ofsubstitution and
delegation for the sole purpose of effectuating such transfer of administrative control to Producer. Producer
agrees to provide Disrributor with any and all documentation executed in the name ofDistributor pursuant to
this paragraph. Distributor acknowledges and agrees that Producer shall retain one hundred percent (100%)
control solely over creative matters relating to the Content, except that Producer agrees to meaningfully
consult with Distributor throughout the Term with respect to the same. Producer shall have final approval over
all programming decisions on all websites and YouTube channels owned or controlled by Producer or
Producer's affiliated entities, including without limitation, programming decisions in connection with thirdpartycontent that Distributor desires to distribute on such websites and/orYouTube channels.
b. Producer hereby grants and appoints Disrributor the exclusive right to procure, solicit and arrange
Integrations (subject to Producer's approval rights as described above).
c. Producer hereby grants Distributor the right to exploit Producer's name and likeness (and the name
and likeness of its principals) in order to market, promote and exploit the Content; provided, however,
Producer shall have the right to approve such uses, such approval not to be unreasonably withheld. For the
avoidance of doubt, Distributor shall not be entitled to exploit Producer's name or likeness except as
specifically related to the Content.
d. Subject to any agreement previously entered into by Producer with respect to the Content, Producer
hereby grants Distributor the first right of negotiation in connection with distributing the Content in off-line
platforms (i.e., non Authorized Platforms), e.g., on TV, VOD, etc.; provided, however, Producer shall have an
approval right as to ail such decisions, such approval not to be unreasonably withheld. Producer shall provide
to Distributor with copies ofall previously entered into agreements regarding the Content.
e. Subject to all of the terms hereof, Producer and Distributor shall jointly own (on a sixty-forty
percent basis - i.e., sixty percent (60%) to Producer and forty percent (40%) to Distributor) any and all right,
title and interest of every kind and nature in and to the Distributor Funded Content (as defined herein below)
throughout the world in perpetuity, including, without limitation all rights ofcopyright and any and all other
intellectual property rights therein and thereto, all right, title and interest in and to any development materials,
scripts, programs, and components (hereof in whatever stage of completion, created in connection with the
Disrributor Funded Content, as well as all ofthe results and proceeds ofProducer's services in whatever stage
of completion, together with the rights generally known as the "moral rights of authors". Subject to the terms
hereof, Producer acknowledges and agrees that Distributor shall have exclusive, irrevocable, universal,
perpetual right, but not the obligation, to produce, distribute, market, administer and exploit any and all aspects
of the Distributor Funded Content, including any and all development materials and any production(s)
ancillary- or derivative of the Distributor Funded Content, including, without limitation, any subsequent
productions, and all components thereof in any manner, whether now or hereafter known or created (and
collect one hundred percent (100%) of any and all monies or revenues arising therefrom for the purpose of
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administering and distributing such receipts in accordance with the terms of this Agreement), and all such
rights, shall, for the avoidance of doubt, include, without limitation, all of the exclusive rights as set forth in
this Paragraph 2, including all of the exclusive distribution rights. Further, for the avoidance of doubt the
parties acknowledge and agree that Distributor shall have the complete authority to license, market and exploit
the Distributor Funded Content (and/or any derivative thereof) and all rights therein, or to refrain from so
doing, as Distributor may choose in Distributor's sole discretion (and in consultation with Producer) For
purposes of this Agreement, the term "Distributor Funded Content" shall mean any and all Content that is
funded in whole or in part by or on behalf of Disrributor pursuant to the Distributor Production Funds (as
defined in Paragraph 5below), and which Content includes, without limitation, any and all new formats and/or
new channels, and any and all elements thereof, including, without limitation, any and all new characters
plots, storylines, concepts and/or ideas. Producer and Distributor shall mutually agree on Content which is
Distributor Funded Content for the purposes hereof.,
3. Term.
Subject to Paragraph 10 hereof, the term of the Agreement shall commence on the Effective Date and continue
until three (3) calendar years thereafter ("Term").
4. Pjoduction.of Conjent. Throughout the Term, Distributor shall have the exclusive right to finance the
production of any or all Content from Distributor's funds ("Distributor Production Funds"), as Distributor
determines in its sole discretion; provided, however, Distributor shall not have the exclusive right to finance
the production of new Annoying Orange content. Distributor shall provide no less than $500,000 annually
throughout the Term as Distributor Production Funds, which can be used by Producer towards infrastructure
equipment, personnel or such other actual out-of-pocket costs necessary to produce the Content. Producer
shall submit to Distributor written details of the infrastructure costs and Content that Producer wishes to
produce using Distributor Production Funds prior to commencing production of such Content. Producer will
have final creative approval over Distributor Funded Content; provided, however, Producer shall meaningfully
consult with Distributor on ail creative matters. If Distributor decides not to fund Content submitted by
Producer as provided herein, then Producer may produce such content without further obligation to
Distributor; provided, however, that Distributor is given reasonable time (not to exceed 30 days) to consider
the proposed project and affirmatively rejects the proposal in writing (an e-mail from Distributor to Producer
shall suffice).
5. Compensation to Producer
Subject to all the terms of this Agreement, and provided that Producer is not in breach or default hereof
Producer shall be entitled to the following:
a- Guaranteed Revenue S,hare Payment.
-, ,M , ^ Ttal Payment- Producer shall receive a total guaranteed revenue share payment of
$1,700,000 for the first year ofthe Term, 21,850,000 for the second year of the Term, and $2,000 000 for the
third year of the Term (each a"Guaranteed Revenue Share Payment"), payable monthly and fully recoupabie
from any and all of Producer's Revenue Share (as defined herein below) payable hereunder. Upon execution
ot this Agreement by Producer and delivery ofsame to Distributor, Distributor shall pay Producer $500 000 as
an advance from the Guaranteed Revenue Share Payment due for the first year of the Term. Distributor shall
reconcile on an annua! basis any discrepancy between (x) actual pavments made to Producer monthlv from
Producer's Revenue Share and (y) the Guaranteed Revenue Share Payment and remit the difference (ifany) to
Producer on an annual basis, but not less than thirty (30) days after the anniversary ofthe Effective Date and
no more than 60 days following the anniversary ofthe Effective Date.
^ Content Commitment. The parties understand and agree that the Guaranteed Revenue
bnare Fayment is contingent upon (I) Producer creating and producing aminimum of fifty-two (52) content
items annually on mmMMhMmlmmmmm and twenty-five (25) content items annually on
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www.youtube.corn/daneboe during the Term of aquality and duration consistent with the content produced by
Producer during the previous year prior to the Effective Date; and (2) Producer not unreasonably withholding
approval for Integrations procured, solicited and arranged by Distributor.
,b' Contingent Compensation for non Distributor Funded Content. Ashare of Distribution Revenues,
Integration Revenues and/or Advertising Revenues (ifany) with respect to non Distributor Funded Content
(which for the avoidance of doubt includes any new Annoying Orange content and the 25 Daneboe videos),
solely as follows:
(i) Distribution Revenues. An amount equal to seventy percent (70%) ofall Distribution
Revenues ("Producer's Distribution Revenue Share") with Distributor retaining as compensation thirty percent
(30%) ofall Distribution Revenues (the "Distribution Fee").
(ii) Integration Revenues. An amount equal to seventy percent (70%) of all Integration
Revenues ("Producer's Integration Revenue Share") with Distributor retaining as compensation thirty percent
(30%) ofall Integration Revenues (the "Integration Fee").
(iii) Advertising Revenues.
As to the revenue from any and all advertising sales
("Advertising Revenues") made directly by Distributor (i.e., there are no "middlemen" commissioning or
otherwise charging fees on such revenue), an amount equal to seventy percent (70%) of all Advertising
Revenues ("Producer's Advertising Revenue Share") with Distributor retaining as compensation thirty percent
(30%) ofall Advertising Revenues (the "Advertising Fee").
For the avoidance ofdoubt, all revenues shall be characterized as either Distribution Revenues, Integration
Revenues or Advertising Revenues, For purposes of this Agreement, "Producer's Distribution Revenue
Share", "Producer's Integration Revenue Share" and "Producer's Advertising Revenue Share" shall
collectively be referred to herein as "Producer's Revenue Share". Further, and for the purposes of this
Agreement, "Producer's Revenue Share" and "Producer's New [P Revenue Share" shall collectively be
referred to herein as"Producer's Contingent Compensation".
c Compensation to Producer for Distributor Funded Content. An amount equal to sixty percent (60%)
of the non-returnable, non-refundable, non-contingent gross receipts actually received or credited to and
retained by Distributor in US Dollars in the United States (but excluding any reasonable and customary
producer fees received by or on behalf of Distributor in connection with the Distributor Funded Content)
resulting solely and directly from the exploitation ofthe Distributor Funded Content ("Producer's New IP
Revenue Share"), but only following the deduction by Producer from such gross receipts of (I) any mutually
approved payments or participations required to be paid to any third-party distributor, broadcaster or financier
or any third party, including, without limitation, any agency packaging fee(s), (2) any and all actual third-party
out of pocket expenses incurred by Distributor directly in connection with the Distributor Funded Content,
including any and all costs incurred in connection with the development, production, marketing, promotion^
distribution and/or other exploitation of the same, including, without limitation any and all of Distributor's
Production Funds, and (3) eight percent (8%) of all Integration Revenues and Advertising Revenues
attributable to the exploitation ofthe Distributor Funded Content. For the avoidance of doubt, Distributor shall
deposit Producer's share of any funds blocked pursuant to a foreign government's applicable rules or
regulations in a bank account in such territory under Producer's name and Producer shall have full rights and
access tosuch funds, subject tothe laws ofsuch jurisdiction.
d- firant ofUnits.. Producer is hereby granted as ofthe Effective Date an option to acquire 750,000
Units under Distributor's Long Term Incentive Plan (the "LTIP"), with an exercise price per Unit equal to
$0.20. Such option shall be exercisable as to one-quarter (1/4) of such Units as of and after the Effective Date,
as to one-half (1/2) ofsuch Units as ofand after the first (1st) anniversary ofthe Effective Date, as to threequarters (3/4) ofsuch Units as ofand after the second (2nd) anniversary ofthe Effective Date, and as to all of
such Units as of and after the third (3rd) anniversary of the Effective Date. Notwithstanding the foregoing,
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Producer shall be entitled to exercise all or any portion of such option from and after notice by Distributor of
the pendency of a Liquidity Event or Extraordinary Dividend as defined in the LTIP, which notice shall be
given no later than ten (10) business days prior to a Liquidity Event or Extraordinary Dividend. The grant
herein will constitute an "Award Agreement" for purposes of the LTIP. The Units will be subject in all
respects to the terms'and conditionsof the LTIP. Within sixty (60) days of a Liquidity Eventor Extraordinary
Dividend as defined in the LTIP, Producer shall be entitled to an additional fee payable in cash for Producer's
services rendered during the Term equal to one hundred and fifty thousand U.S. dollars (5150,000), which for
the avoidance of doubt may be applied at Producer's election to the exercise price of the options granted
herein.
6. Un-crossed Recoupment, Prior to Distributor paying through to Producer any of Producer's Revenue Share
hereunder, and without limitation to any recoupment pursuant to Paragraph 5(c) above, Distributor shall be
entitled to first recoup therefrom all of the Guaranteed Revenue Share Payment; provided, however, that the
Guaranteed Revenue Share Payment is not recoupable from the New IP Revenue Share. Prior to Distributor
paying through to Producer any of Producer's New IP Revenue Share, Disrributor shall be entitled to first
recoup therefrom all of Distributor's Production Funds paid by or on behalf of Distributor to Producer
hereunder; provided, however, that Distributor's Production Funds are not recoupable from Producer's
Revenue Share.
7. Accounting. Provided that Producer is not in breach or default of this Agreement, and subject at all times to
all of the terms hereof, including any and ai! recoupment provisions assetforth in this Agreement, Distributor
shall pay to Producer Producer's Contingent Compensation (if any), as aforesaid, on a monthly basis; that is,
by the fifteenth (15th) day of the month following forty-five (45) days after the receipt of the applicable
Producer's Contingent Compensation during the Term (and thereafter insofar as Distribution Revenues,
Integration Revenues and/or revenues relating to the Distributor Funded Content are collected by Distributor).
Notwithstanding the foregoing, Distributor may, at Distributor's election, from time to time, pay Producer
Producer's Contingent Compensation on a more frequent basis, butDistributor shall notbe thereafter obligated
to continue such practice.
8- Royalty Reports and Records
a. Books and Records. Distributor shall maintain accurate and up-to-date books and records regarding
the activities hereunder, including each License Agreement.
b. Reports. Distributor shall provide to Producer with each payment of Producer's Contingent
Compensation (if and as applicable) a report setting forth the revenues received by Distributor during the
preceding quarter, the sources thereof (i.e., the parties that paid the same) and other pertinent information.
Distributor shall also send copies to Producer of any income reports from any third parties regarding any ofthe
above revenues. Producer shall have the right to audit any of Distributor's reports and Producer shall provide
at least 30 days written notice in advance ofany such audit. No such audit may beconducted for any report or
for any period covering such report after two (2) years following the date ofreceipt by Producer ofsuch report.
Producercovenants and agrees that all information in connection withsales shall be maintained as confidential
by Producer.
9- Expiration and Termination
a. Expiration. This Agreement shall expire at theend of the Term pursuant to Section 3 above unless
renewed as provided therein.
b. Termination. This Agreement shall be subject to early termination if any of the following events
occurs:
(i) By either party if the other party commits a material breach of the Agreement, which
breach isnot cured by thebreaching party within thirty (30) days following its receipt of written notice ofsuch
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breach from the terminating party,
(u) By either party ifthe other party becomes insolvent, files for bankruptcy or has its assets
assignedto a receiver for the benefit of its creditors.
(iii) By either party, if the other party commits fraudulent or illegal conduct resulting in a
material adverse effect on the terminating party.
d. Survival of Distributor's Right to Share Revenues. It is agreed that, notwithstanding the early
termination or natural expiration of this Agreement (but not in the event of an actual termination of this
Agreement based on an uncured material breach by Distributor of this Agreement), Distributor's right to
receive Distribution Revenues and retain its share of such Distribution Revenues, and Distributor's right to
receive Integration Revenues and Advertising Revenues as aforesaid and retain its Integration Fee and
Advertising Fee, shall continue for any particular Distribution Agreements and Integrations and Advertising
Revenue for so long as any those Distribution Agreements and Integrations and Advertising Revenues remain
in force and effect (e.g., with respect to Distribution Agreements, as long as the Licensees ofthose Distribution
Agreements continue to pay fees in accordance with such Licensing Agreements, whether pursuant to terms of
the initial Distribution Agreements or to any renewals, modifications or extensions thereof; provided, however,
Distributor shall not derive the benefit of any improved terms (e.g., increased royalty percentages or payments)
negotiated by Producer or Producer's other representatives following the termination or expiration of this
Agreement. If Distributor breaches for failure to pay, and fails to cure within ten (10) business days after
being notified of such breach, then, in addition to any other rights that Producer may have pursuant to terms of
this Agreement, at law or in equity, Producer shall have the option to terminate the distribution rights granted
in this Agreement and Disrributor shall quitclaim the ownership rights to any Distributor Funded Content that
has not in fact been financed by Distributor's Production Funds,
e. Producer acknowledges and agrees that neither Distributor's ownership ofany Distributor Funded
Content nor any grant ofrights to Distributor in connection therewith shall be affected, limited or terminated in
any way by termination, expiration or cancellation of this Agreement for any reason, and Distributor's rights in
and to any and all Distributor Funded Content shall continue in perpetuity, notwithstanding any such
termination, expiration orcancellation ofthis Agreement.
10- EosKTjarm^^
If, during the Term of this Agreement and in the ordinary course of
Distributor providing the services contemplated hereunder, Distributor has commenced negotiations with a
prospective Licensee who has expressed abona fide interest in licensing, distributing, or otherwise exhibiting
the Content (a "Bona Fide Opportunity"), but either (A) such Licensee or prospective License Agreement is
rejected by Producer or (B) an agreement with such prospective Licensee is not executed for any reason during
the Term of this Agreement, and if within nine (9) months after the termination or expiration of this
Agreement, Producer or Producer's authorized licensee or representative and the prospective Licensee
identified by Distributor enter into an agreement to proceed with the Bona Fide Opportunity, Distributor shall
be entitled to receive the applicable fees above (i.e., Distribution Fee, Integration Fee and Advertising Fee)
relative to such relationship as provided under this Agreement. Distributor shall provide to Producer a list of
all prospective Licensees upon the expiration or termination ofthis Agreement.
11 Representations and Warranties: Indemnifications
a. By Distributor. Distributor represents and warrants (i) that Distributor is a company in good
standing, with the full right, power and authority to enter into this Agreement and to perform the services
promised hereunder, (ii) that Distributor will indemnify, defend and hold Producer harmless from any and all
damages, liabilities, actions, causes of action, claims, costs and expenses, including, but not limited to,
reasonable outside attorneys' fees (collectively, "Claims"), arising from any breach by Disrributor of the
aforesaid representations and warranties.
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b. By Producer. Producerrepresents, warrants and undertakes (i) that it has the full right, power, and
authority to enter into this agreement without obtaining the permission of, or making any payments to, any
third party or entity, and to grant all the rights granted hereunder free of any claims, liens, demands or
encumbrances, (ii) it has not granted and will not grant nor exercise during the Term of this Agreement any
such rights which would conflict with or impair the rights, privileges, duties and responsibilities of Distributor
under this Agreement; (iii) the Content is or shall be original to Producer; (iv) the Content shall produced in
full compliance with any network or platform terms and conditions; (v) (heContent, the use thereof and/or any
exploitation of the Online Rights shall not infringe on any rights of any third-party, including, without
limitation, any and all intellectual property rights; (vi) Producer knows of no material claims, nor basis for
such claims, which may affect the ownership or validity of the Content; and (vii) Producer has the requisite
authority as of the Effective Date to grant all rights in and to the Contentas contemplated hereunder. Producer
shall indemnify and hold Distributor harmless from any and all Claims arising out of (a) any breach of the
aforesaid representations and warranties and (b) any claims of infringement by third parties upon their rights
arising from Distributor's authorized actions hereunder.
12. Confidentiality. The terms and conditions of this Agreement are confidential and shall not be disclosed by
either party (or any of its employees, officers, directors, agents or other representatives) to any third party
without the other party's prior written consent except as may be required to be disclosed by applicable law or
legal process; provided that any party disclosing the terms of this Agreement as required by law or legal
processshall notify the other party at least five (5) days prior co such disclosureso as to allow such other party
an opportunity to protect such terms through protective order or otherwise. Notwithstanding the foregoing,
The Collective may disclose the terms and conditions of this Agreement to its Licensees and their
representatives if such clients (and on behalf of their representatives) agree, in writing, to maintain the
confidentiality of this Agreement. The Collective shall not be liable for any breach of the foregoing
confidentiality obligations by any of itsclients or their representatives. Any breach of this paragraph byeither
party shall be deemed a material breach of this Agreement, which will entitle the non-breaching party to
terminate the Term by written notice to the breaching party; provided that, such termination right shall not
apply to a Collectiveclient's (or its representative's) disclosure, so long as Collective has otherwisecomplied
with its obligations pursuant to this paragraph. For purposes of clarification, Producer acknowledges and
agrees that any and all Distribution Agreements are deemed to be confidential information and the same shall
be subject to the same confidentiality provisions as set forth above.
13. Notices. Statements and Payments. All notices, statements, or payments to be made hereunder shall be
given to or made at the respective addresses of the parties as set forth below unless written notification of a
change of address is given to the otherparty. All notices and communications required or permitted under this
Agreement shall be given by addressing them as indicated below and by delivering them by certified or
registered mail, return receipt requested, postage prepaid or through a national overnight courier service (e.g.,
FedEx) and shall be effective as of thedateof receipt of such notice by theother party.
As to Distributor: 8383 Wilshire Blvd., Suite 1050, Beverly Hills, CA 90211
As to Producer:
14. Miscellaneous
a. Entire Agreement/Waiver. This Agreement contains the entire understanding between the parties
and supersedes all prior agreements, representations and undertakings whether oral or written. It mayonly be
modified, supplemented or altered by a writing signed by bothparties. No failure or delayon the part of either
party ininsisting on compliance herein or inexercising any right, power or remedy hereunder shall operate as a
waiver or modification thereof; nor shall any single or partial exercise of any such right, power or remedy
hereunder, preclude anyotheror further exercise or anyother right, power or remedy hereunder.
b. Validity of Agreement. In case any term of this Agreement shall be held invalid, illegal, or
unenforceable in whole or in part, neither the validity of the remaining part of such term nor thevalidity of any
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Jfc
23
other terms shall be affected thereby.
c. Arbitration; Choice of Law. Any and all such disputes arising under this Agreement shall be
governed by the laws of the State of California without regard to conflicts oflaws and be settled by bindino
arbitration.
"
d. Headings, The headings contained in this Agreement are for convenience only, and shall not be
used tointerpret orconstrue any substantive provisions hereof.
e. Force Majeure. If either party is prevented from performing any obligation hereunder by reason of
an Act of God, insurrection, fire, explosion, strike, labor dispute, casualty accident, lack or failure of
transportation facilities, failure of suppliers or other third parties, flood, war, civil commotion, or any law,
order or decree of any government or subdivision thereof or any other cause beyond its reasonable control
("Force Majeure"), then such party shall be excused from performance hereunder to the extent and for the
duration of such Force Majeure and such amount of time reasonably necessary to recover, provided the party
notifies the other party ofthe existence ofthe Force Majeure.
f. No Joint Venture. This Agreement creates no partnership, employment, joint relationship, joint
venture, master-servant, or mutual responsibility on behalf ofone party for the debts or liabilities ofthe other.
The parties agree that Distributor is acting as an independent contractor and that any Distributor employees are
in no sense the employees, agents or servants ofProducer. Neither party shall have the power to bind nor
obligate the other, except asexpressly setforth herein.
g. Assignment. This Agreement shall net be assigned, sub-licensed, mortgaged, divided or otherwise
encumbered by either party without the prior written permission of the other party, provided, however, that
Distributor shall have the right to assign this Agreement to any successor entity or, pursuant to any
reorganization, consolidation, combination, or merger, to any corporation, partnership or other firm, as long as
said successor assumes this Agreement in writing, is both capable of, and contractually bound to perform all
the terms and conditions hereof and appropriately discharge all of Distributor's obligations in this Agreement.
It is acknowledged that the restriction on assignment shall not in any way interfere with or limit Distributor's
right in its sole discretion to engage sub-distributors to render or exercise any ofthe services described herein.
h. Conflict Acknowledgment, Waiver of Claims and Waiver of Commissions:
Producer
acknowledges that certain of the principals of Distributor are also the principals ofThe Collective Management
Group, LLC, amanagement company that manages the career of Producer pursuant to aseparate management
agreement (the "Management Agreement") between Producer and The Collective; and that, as aconsequence
of the foregoing, aconflict of interest exists or may hereafter exist. Notwithstanding such conflict or potential
conflict, Producer has determined that (i) its interests are served by Distributor notwithstanding the conflict
(ii) Producer has no objection to the conflict of interest and (iii) Producer will not make any claim to terminate!
rescind or modify this Agreement or the Management Agreement based solely on the fact that a conflict or
potential conflict exists. Furthennore, it is agreed that, as a condition ofsuch waiver, Distributor shall cause
The Collective Management Group, LLC to waive its right to commission by virtue of the Management
Agreement any of the Distribution Revenues earned and received by Producer under the terms of this
Agreement.
i. Engagement ofCounsel: Producer represents and warrants that Producer has been advised ofits
right to seek legal counsel of its own choosing in connection with the negotiation and execution of this
Agreement and Producer has been given a reasonable time to engage such counsel. Producer irrevocably
agrees that the failure ofProducer to retain the services of an attorney to review and negotiate this Agreement
shall not thereafter be used by Producer as the basis for termination or modification of this Agreement.
r'-
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and effective as ofthe
Effective Date.
00/00/2014
10:23:30 FAX 21324 99990
NATIONWIDE LEGAL
Producer: Annoying Orange, Inc.
By: \
Distributor: Collective Digital Studio, LLC
___
CXk)
Producer: Dane Boedigheimer
THE COLLECTIVE MANAGEMENT GROUP, LLC ("THE COLLECTIVE") THE ENTITY WHICH
MANAGES PRODUCER PURSUANT TO ASEPARATE MANAGEMENT AGREEMENT BETWEEN

THE COLLECTIVE AND PRODUCER, HEREBY AGREES TO WAIVE ITS RIGHT TO COMMISSION
ON ANY OF THE DISTRIBUTION REVENUES EARNED AND RECEIVED BY PRODUCER UNOER
THE TERMS OF THIS AGREEMENT.
THE COLLECTIVE
Name: jj^ ^7 ^
Title: fkth^^
10
24
00/00/2014
10:23:30 FAX 2132499990
NATIONWIDE LEGAL
EXHIBIT A
http .//www, youtube.com/annoyineoranee
http://www.youtube.com/daneboe
11
25
EXHIBIT C
00/00/2014
10:23:30 FAX 21^ 99990
NATIONWIDE LEGAL
EXHIBIT "C"
26
00/00/2014
10:23:30 FAX 2132499990
NATIONWIDE LEGAL
FREEDMAN + TAITELMAN, LLP

ATTORNEYS AT LAW
1901 AVENUE OF THE STARS. SUITE 500

LOS ANGELES, CALIFORNIA 90067-6007
TEL: (310} 201-0005
FAX: (3 10) 201-0045
E-MAIL: lifrccilrmin'iWrtlp.con!
BRYAN j.RU-EDMAN
OUR FILE NUMBER

1651.6
December 19,2014
Via Email: MDSinger@Iavelysinger.com and Via Messenger

Mr, Martin D. Singer, Esq.
LaveIy & Singer
2049 Century Part East
Los Angeles, CA 90067-2906
Re: Dane Boedigheimer and Annoying Orange, Inc. v. Collective Digital Studio, LLC
Meetand confer regarding the selection of arbitrators and arbitration forum
Dear Marty:
I am in receipt ofyour December 16, 2014 letter requesting that I inform you whether my
client will agree to arbitrate this dispute before ADR Services ("ADRS") and the ADRS
rules.
To be clear, and as you are well aware, the "Online Distribution Agreement"
("Agreement") entered into between our clients does not name ADRS as the
administrative body to govern arbitration proceedings betvveenôur clients. While my

client agrees to arbitrate this dispute, certain parameters such as the selection of arbitrator
and arbitration forum must first be discussed. Iam happy to meet with you at your office
early next week to discuss these parameters. As of now, I can meet you on Tuesday,
December 23 or Wednesday, December 24, Please let me know what works for you.
This letter is not intended to constitute., nor shall it be deemed to constitute, a full
staiement: ofall facts, rights or claims relating to this matter, nor is it intended, nor should
it be construed, as a waiver, release, or relinquishment ofany rights or remedies available
to my client.
Very truly yours,
FREPBMAN - TAITELMAN, LLP
Bryan J. Freedman, Esq.
2083-1
I'O
f-
EXHIBIT D
00/00/2014 10:23:30 FAX 21^99990
NATIONWIDE LEGAL A
EXHIBIT "D"
28
00/00/2014
10:23:30 FAX 211A.499990
NATIONWIDE LEGAL
29
FREEDMAN +TAITELMAN, LLP

ATTORNEYS AT LAW '
1901 AVENUE OF THE STARS, SUITE500

LOS ANGELES,CALIFORNIA 90067-6007
TEL: (310) 201-0005
FAX: (310) 201-0045
E-MAIL: bfrcc(lmsni@rtllp.com
BRYAN J, FREEDMAN
OUR FILE NUMBER
1651.6
December 23, 2014
Via Messenger
Ms. Theresa Aslin
Arbitration Coordinator
ADR Services, Inc.
1900 Avenue of the Stars, Suite 250

Los Angeles, CA 90067
Re: Dane Boedigheimer and Annoying Orange, Inc. v. Collective Digital Studio, LLC
Demand for Arbitration
ADRS Case No. 14-7458
OBJECTION TO DEMAND FOR ARBITRATION

Dear Ms. Aslin:
This firm represents Collective Digital Studio, LLC (the "CDS") in connection with the
above-referenced dispute. As such, all future communications shall be with this office
only.
On or about November 26, 2014, Dane Boedigheimer and Annoying Orange, Inc. filed a
Demand for Arbitration with your office claiming damages in excess of $700,000 from
CDS. On December 5, 2014, ADR Services sent aletter to the parties requesting that
they select one often arbitrators by Monday, December 29. 2014.
The Demand for Arbitration states that the demand is made pursuant to the "Online
Distribution Agreement between Claimants and Respondents dated as of April 22, 2013"
(the "Agreement"). The Agreement is attached to the Demand for Arbitration as Exhibit
"A."
The arbitration provision in the Agreement is found at paragraph 14 c. and states as

follows:
c. Arbitration; Choice of Law. Any and all such disputes arising

under this Agreement shall be governed by the laws ofthe State of
00/00/2014
10:23:30 FAX 21
99990
NATIONWIDE LEGAL
Ms. Theresa Aslin
Re: Collective Digital Studio, LLC adv. Annoying Oratwe Inc el al

December 23, 2014
Page 2
''
California without regard to conflicts of laws and be settled by

binding arbitration.
ADR Services is not named as the administrative body to govern the arbitration
proceedings Therefore, ADR Services lacks any jurisdiction to consider this matter
pursuant to the terms stated herein and pursuant to Exhibit "A." As such we respectfully'
request and expect ADR Services to immediately withdraw from this dispute based on
the reasons set out in this letter.
This letter is not intended to constitute, nor shall it be deemed to constitute afull
statement of all facts, rights or claims relating to this matter, nor is it intended, nor should
it be construed, as awaiver, release, or relinquishment of any rights or remedies available
to my client.
Very truly yours,
FRE^DrVJkN +TAITELMAN, LLP

30
00/00/2014
10:23:30 FAX 2132499990^
CM-011
ATTORNEY OR PARTY WITHOUT ATTORNEY (Name. Slew ear number, ana address',:
FOR COURT USE ONLY
"Bryan J. Freedman (SBN.151990)

Brian E. Turnauer (SBN214768)
Freedman + Taitelman, LLP
1901 Avenue of the Stars,
Los Angeles, CA 90067
TELEPHONE NO.:
Suite 500
310-201-0005
FAX NO.:
SuperiorCourt OfCalifornia
Coonty OfLos Alleles
310-201-0045
ATTQHNEYpQRf.va.TC), Collective Digital Studio. LLC

SUPERIOR COURT OF CALIFORNIA, COUNTY OF Lo S Ange 16 S
street address: 111 North Hill
DEC 2 3 201*
street
MAILING ADDRESS:
cityandzip code: Los Angeles, CA 90012
Ry
branch name: Central
CASE name:
S^g*?
'IoALot
Collective Digital Studio, LLC v. Dane
.Deputy
Boedigheimer and Annoying Orange, Inc.

Complex Case Designation
_ CIVIL CASE COVER SHEET
IJG Unlimited
(Amount
Limited
Counter
CASE NUMBER:
] Joinder
(Amount
Bb'152232
Filed with first appearance by defendant

demanded
demanded is
(Cal. Rules of Court, rule 3.402)
OEPT:
exceeds $25,000) $25,000 or less)I
Items 1-6 below must be completed (see instructions on page 2).
1. Check one box below for the case type that best describes this case:
JUDGE:
Auto Tort
Contract
IAuto (221
1Uninsured motorisl (46)
[ j Rule 3 740 collections (09)

i ~] Other collections (0S1
lH Insurance coverage (18)
f "lOther contract (37)
Other PI/PO/WD (Personal Injury/Property

Damage/Wrongful Death) Tort
d] Asbestos (04)
l~ .1 Product liability (24)
| Sreach ofcontract/warranty (06)
Real Property
i | Medical malpractice (45)

L._ J Other PI/PO/WD (23)
j Eminent domain/Inverse
|
i J Business tort/unfair business practice (0?) I
| Wrongful eviction (33)

| Other real property (26)
Provisionally Complex Civil Litigation

(Cal. Rules of Court, rules 3.400-3.403)
[ i Antitrust/Trade regulation (03)

Q ] Construction defect (10)
[ 1 Mass tort (40)
I
I
1
| Securities litigation (28)

| Environmental/Toxic tort (30)
1Insurance coveraqe claims arisinq from the
condemnation (14)
Non-PI/PD/WD (Other) Tort
above lisied provisionally complex case

types (41)
Enforcement of Judgment
j Civil rights(08)
Unlawful Detainer
I
1
jOefamation(13)
i Fraud(161
ICommercial (31)
Miscellaneous Civil Complaint
I Residential (32)
1Intellectual property (19)
1 1 RICO (27)
i j Other complaint (nol specified above) (42)
I
I
IProfessional negligence (25)

!Other non-PI/PD/WD tort (35)
Judicial Review
Miscellaneous Civil Petition
C ] Asset forfeiture (05)
i_Xj Other petition (not specified above) (43)
Drugs (38)
IWrongful terminalion (36)
|
i Petition re: arbitration award (11)
i__J Wril ofmandate (02)
| Other employment (15)
Employment
Thiscase
J Enforcement ofjudgment (20)
| Partnership and corporate governance (21)
| Otherjudicial review (39)
[ j is LiD is not complex under rule 3.400 of the California Rules of Court. If the case is complex, mark the
factors requiring exceptional judicial management:
a CZj Large number of separately represented parties d. LI] Large number of witnesses
b L i Extensive motion practice raising difficult or novel e. (ZZl Coordination with related actions pending in one or more courts
issues that will be time-consuming to resolve
c LZj Substantia! amount of documentary evidence

3. Remedies sought (checkailthat apply): a
in other counties, states, or countries, or in a federal court
f. L~j| Substantial postjudgment judicial supervision
L J monetary b, [_X ] nonmonetary; declaratory or injunctive relief c. 1 I punitive
4. Number of causes of action (specify): 1
5. This case I"""""] is LXJ is not a class action suit.

/"~\
6. If there are any known related cases, file and serve a notice of related case. (YompayysefarrriPMÔISi
Date: 12/23/2014
Brvan J .
Freedman
(SBN151990)
(TYPE OR PRINT NAME)
"
"'
(SIGNATURE CF PARTY OR ATTORNEY FOR PARTY]
NOTICE
Plaintiff must file this coversheet with the first paper filed inthe action or proceeding (exceptsmall claims cases or cases filed
under the ProbateCode, Family Code,or Welfare and Institutions Code). (Cal. Rules ofCourt, rule 3.220.) Failure tofile may result
in sanctions.
File this cover sheet in addition to any cover sheet required by local court rule.
ifthis case is complex under rule 3.400 et seq. ofthe California Rules ofCourt, you must serve a copy of this cover sheetonall
other parties to the action or proceeding.
Unless this is a collections case under rule 3,740or a complex case, thiscoversheet will be used for statistical purposesonly.
.
form Adopted foeMandmory Use

Judicial Council of California
CM-OtOjRov Jul)/ t 2007J
Pago 1 of 2
Cal. Rulaa of Court, rulss 2.30, 3 220. 3.4O0-3.403, 3.740;
CIVIL CASE COVER SHEET
SdyC
,t-,o-
WS
IUS
Cal, Standards a! JudicialAdministration, sld. 3.10
00/00/2014
10:23:30 FAX 2132499990^
NATIONWIDE LEGAL
INSTRUCTIONS ON HOW TO COMPLETE THE COVER SHEET
CM-010
To Plaintiffs and Others Filing First Papers, If you are filing a first paper (for example, a complaint) in a civil case you must
complete and file, along with your first paper, the Civil Case Cover Sheet contained on page 1. This information will be used to compile
statistics about the types and numbers of cases filed. You must complete items 1through 6on the sheet In item 1 you must check
one box for the case type that best describes the case. If the case fits both a general and a more specific type of case listed in item 1
check the more specific one. If the case has multiple causes of action, check the box that best indicates the primary cause of action'
To assist you in completing the sheet, examples of the cases that belong under each case type in item 1are provided below Acover
sheet must be filed only with your initial paper. Failure to file acover sheet with the first paper filed in acivil case may subject aparty its
counsel, or bothto sanctions under rules 2.30 and 3.220of the California Rulesof Court,
To Parties in Rule 3.740 Collections Cases. A'collections case" under rule 3.740 is defined as an action for recovery of money owed
in a sum stated to be certain that is not more than $25,000, exclusive of interest and attorney's fees, arising from a transaction in which
property, services, or money was acquired on credit, Acollections case does not include an action seeking the following- (1) tort
damages (2) punitive damages, (3) recovery of real property, (4) recovery of personal property, or (5) a prejudgment writ of attachment
The identification of a case asa rule 3,740 collections case on this form means that it will be exempt from the general time-for-service
requirements and case management rules, unless a defendant files a responsive pleading. Arule 3.740 collections case will be subject
to the requirements for service and obtaining a judgment in rule 3.740.
To Parties in Complex Cases. In complex cases only, parties must also use the Civil Case Cover Sheet to designate whether the
case is complex. If a plaintiff believes the case is complex under rule 3.400 of the California Rules of Court this must be indicated by
completing the appropriate boxes in items 1and 2. If a plaintiff designates a case as complex, the cover sheet must be served with the
complaint on all parties to the action, Adefendant may file and serve no later than the time of its first appearance a joinder in the
plaintiffs designation, acounter-designation that the case is not complex, or, if the plaintiff has made no designation adesignation that
the case is complex.

Auto Tort
Auto (22)~-Personal Injury/Property

Damage/Wrongful Death
Uninsured Motorist(46) (itthe
case involves an uninsured
motorist claim subject to

arbitration, check this item
instead of Auto)
Other PI/PDAfVD (Personal Injury/

Property Damage/Wrongful Death)
Tort
Asbestos (04)
Asbestos Property Damage

Asbestos Personal injury/
Wrongful Oeath
Product liability (not asbestos or

toxic/environmental) (24)
Medical Malpractice (45)
Medical Malpractice-
Physicians &Surgeons
Other Professional Health Care
Malpractice
Other PI/PD/WD (23)

Premises Liability (e.g., slip
and fall)
Intentional Bodily Injury/PD/WO

(e.g., assault, vandalism)
Intentional Infliction of
Emotional Distress
Negligent Infliction of
Emotional Distress
''"
Other PI/PD/WO
l>fon-PI/PO/WD (Other) Tort

Business Tort/Unfair Business
Practice (07)
l, .Civil Rights (e.g., discrimination,

false arrest) (not civil
U'
harassment) (08)
Defamation (e.g., slander, libel)
(13)
(...Fraud (16)
.... intellectual Property (19)
'-Professional Negligence (25)

I
Legal Malpractice
Other Professional Malpractice
('-
CASE TYPES AND EXAMPLES

Contract
(not medical orlegal}

Other Non-PI/PD/WD Tort(35)
Employment
Wrongful Termination (36)

Other Employment (15)
CM.OlO [Rev. July1. 200/|
Breach of Contract/Warranty (06)

Breach of Rental/Lease
Contract (notunlawful detainer

or vjrongtu! eviction)
Contract/WarrantyBreachSeller
Plaintiff (not fraud ornegligence)
Negligent Breach of Contract/
Warranty
OtherBreach ofContract/Warranty
Collections(e.g., money owed, open
book accounts) (09)
Collection CaseSeller Plaintiff
Other Promissory Note/Collections

Case
Insurance Coverage (not provisionally

complex) (18)
Auto Subrogation
Other Coverage
Other Contract (3?)
Contractual Fraud
Other Contract Dispute

Real Property
Eminent Domain/Inverse
Condemnation (14)
Wrongful Eviction(33)
Other RealProperty (e.g.. quiet title) (26)

Writ of Possession of Real Properly
Mortgage Foreclosure
Quiet Title
Other Real Property (not eminent

domain, landlord/tenant, or
foreclosure)
Unlawful Detainer
Commercial (31)
Residential (32)
Drugs (33)(ifthecase involves illegal

drugs, check this item; otherwise,
report as Commercial or Residential)
Judicial Review
Asset Forfeiture (05)

Petition Re: Arbitration Award (II)
Writ of Mandate (02)
Writ-Administrative Mandamus
Writ-Mandamus on Limited Court
Case Matter
Writ-Other Limited Court Case
Review
Other Judicial Review(39)

Review of Health Officer Order
Notice of Appeal-Labor
Commissioner Appeals
CIVIL CASE COVER SHEET
Provisionally Complex Civil Litigation (Cal.

Rules of Court Rules 3.400-3.403)
Antitrust/Trade Regulation (03)
Construction Defect (10)
Claims Involving Mass Tort (40)

Securities Litigation (28)
Environmental/Toxic Tort (30)
Insurance Coverage Claims
(arising from provisionally complex
case type listed above) (41)
Enforcement of Judgment
Enforcement of Judgment (20)
Abstract of Judgment (Out of
County)
Confession of Judgment (nondomestic relations)
Sister State Judgment
Administrative Agency Award
(not unpaid taxes)
Petition/Certification of Entry of
Judgment on Unpaid Taxes
OtherEnforcement ofJudgment
Case
Miscellaneous Civil Complaint

RICO (27)
Other Complaint (not specified
above) (42)
Declaratory ReliefOnly
Injunctive ReliefOnly(nonharassment)
Mechanics Lien
Other Commercial Complaint
Case (non-tort/non-complex)
Other CivilComplaint
(non-ton/non-complex)
Miscellaneous Civil Petition
Partnership and Corporate

Governance (21)
Other Petition (not specified
above) (43)
Civil Harassment
Workplace Violence
Elder/Dependent Adult
Abuse
Election Contest
Petition forName Change

Petition for Relief from Late
Claim
Other Civil Petition

Page loll
00/00/20*1-4
10:23:30
FAX
2132499990
NATIONWIDE LEGAL
CASE NUMBER
shorttitie Collective Digital Studio, LLC v. Dane

Boedigheimer and Annoying Orange.
Tuesday, December 23, 2014
Inc.
CIVIL CASE COVER SHEET ADDENDUM AND

STATEMENT OF LOCATION
BS1E228'
(CERTIFICATE OF GROUNDS FOR ASSIGNMENT TO COURTHOUSE LOCATION)

This form is required pursuant to Local Rule 2.0in all new civil case filings in the Los Angeles Superior Court.
Item I Check the typesof hearing and fill in the estimated length of hearing expected for this case:
JURY TRIAL? [Z3 YES CLASS ACTION? [ZD YES LIMITED CASE?
YES TIME ESTIMATED FOR TRIAL
I IHOURS/fTl DAYS
Item II. indicate the correctdistrict and courthouse location (4 steps - Ifyou checked "Limited Case", skipto Item III, Pg. 4):
Step 1: After first completing theCivil Case Cover Sheet form, find the main Civil Case Cover Sheet heading for your
case in the left margin below, and, to the right in Column A , the Civil Case Cover Sheet case type you selected.
Step 2; Check one Superior Court type of action in Column B below which best describes the nature of this case.
X
<
Step 3: In Column C, circle the reason for the court location choice that applies tothetype ofaction you have
checked. For any exception to the court location, see Local Rule 2.0.
LL
Applicable Reasons for Choosing Courthouse Location (see Column C below)

6. Location of propertyor permanently garaged vehicle.
1. Class actions must be filed in the Stanley Mosk Courthouse, central district.
2. Maybe filed in central (other county, or no bodily injury/property damage).
7. Location where petitioner resides.

8. Location wherein defendant/respondent functions wholly.
9. Location where one or more of the parties reside.
3. Location where cause ol action arose.
4. Location where bodilyinjury, death or damage occurred.

5. Location where performance required or defendant resides.
10.
Location of Labor Commissioner Office
>
Step 4: Fill in the information requestedon page 4 in Item III; complete Item IV. Sign the declaration.
Civil Case Cover Sheet
B
Type of Action
c
Applicable Reasons -
Category No.
(Check only one)
See Step 3 Above
A
o
Auto (22)
Uninsured Motorist (46)
Asbestos (04)
j A7100 Motor Vehicle Personal Injury/Property D3mageWrongful Death
1..2..4.
L~ j A7110 Personal Injury/Property Damage/Wrongful Death - Uninsured Motorist
1..2..4.
(__] A6070 Asbestos Property Damage
2.
] A7221 Asbestos - Personal Injury/Wrongful Death
2.
j A726Q Product Liability (notasbestos or toxic/environmental)
1,, 2., 3,4., 8.
j A7210 Medical Malpractice - Physicians &Surgeons
1..4.
| A7240 Other Professional Health Care Malpractice
1..4.
"ft
*
" O
--*.
Product Liability (24)
<u
<=>
..' .3. 3
S B>
Medical Malpractice (45)
'si
L.-.J A7250 Premises Liability (e.g., slip and fall)

Other
CO
-5
Personal Injury
Property Damage
Wrongful Death
(23)
LACIV 109 (Rev. 03/11)

LASC Approved 03-04
1..4.
| A723Q IntentionalBodily Injury/Property DamageArVrongfulOeath (e.g.,
>A7270 Intentional Inflictionof Emotional Distress
1..3.
i A7220 Othei Personal Injury/PropertyDamageAWrongful Death
1..4.
assault, vandalism, etc.)
CIVIL CASE COVER SHEET ADDENDUM

AND STATEMENT OF LOCATION
1,4.
Local Rule 2.0
Page 1 of 4
U-CV109
ORIGINAL
0O/OO/2Qi'4
10:23:30 FAX 2132499990
short title collective Digital Studio, LLC v. Dane

B.aejijiheime.:a^^
Category No.
>s
Applicable Reasons
See Step 3 Above
1., 3.
I A6029 Other Commercial/Business Tort (not fraud/breach of contract)
Business Tort (07)
CASE NUMBER
B
Type of Action
(Check only one)
1=
MtlONWiOE LEGAL
o
r
o
*r
>
c
Civil Rights (08)
_j A6005 Civil Rights/Discrimination
1., 2., 3.
Defamation (13)
A6010 Defamation (slander/libel)
1.. 2.. 3.
A6013 Fraud (no contract)
1..2..3.
8
3
en
c
<0
Fraud (16)
rt
IX
|
r
I A60V? Legal Malpractice

1 A6050 OtherProfessional Malpractice (notmedical or legal)
Other(35)
! A6C25 OtherNon-Personai Injury/Property Damagetort
2,3
Wrongful Termination(36)
| A6037 Wrongful Termination
1., 2, 3.
fc
1., 2., 3.
Professional Negligence (25)
1.. 2.. 3.
ro
41
fc
>.
0
Other Employment (15)
J A6024 Other Employment Complaint Case
1,2,3.
J A6109 Labor Commissioner Appeals
10..
UJ
r_j A6004 Breach of Rental/Lease Contract (not unlawful detainer or wrongful

eviction)
Breach of Contract/ Warranty
(06)
(not insurance)
2,5.
j A6008 ContracUWarranty Breach -Seller Plaintiff (nofraud/negligence)
LJ A6019 Negligent Breach ofContractAMarranty (nofraud)

r
i A6028 OtherBreach ofContract/Warranty (not fraud or negligence)
A6012 Other Promissory Note/Collections Case
1,2,5.
1,2,5.
2,5,6.
j A6002 Collections Case-SellerPlaintiff

Collections (09)
2,5.
2,5.
Insurance Coverage (18)
Other Contract (37)
i A6015 Insurance Coverage (not complex)
1,2,5,8.
I A60Q9 Contractual Fraud
1,2,3,5.
j A6031 Tortious Interference
t,2, 3, 5.
f""~l A6027 Other Contract Dispute(not breach/insuranceyfraud/negligence)

Eminent Domain/Inverse
A7300 EminentDomain/Condemnation
Condemnation (14)
Number of parcels.
r
41
a
Wrongful Eviction (33)
1,2,3,8.
J A6023 Wrongful Eviction Case
2,6.
; A6018 Mortgage Foreclosure
2,6.
"5
a
or.
Other Real Property (26)
Unlawful Detainer-Commercial
2,6.
I A6032 Quiet Title
j A6060OtherRea!Property(noteminentdomain,landlord/tenant,foreclosure) 2,6.
A6021 Unlawful Detainer-Commercial (not drugs or wrongfuleviction)
2,6.
(31)
c
'5
Unlawful Detainer-Residential
(32)
Unlawful OetainerPost-Foreclosure (34)
Unlawful Detainer-Drugs (38)
dj A6020 Unlawful Detainer-Residential (not drugs orwrongful eviction)
2,6.
A6020F Unlawful Detainer-Post-Foreclosure
2,6.
A6022 Unlawful Detainer-Drugs
2,6.
I;
LACIV103(Rev. 03C11)
LASC Approved 03-04
CiVIL CASE COVER SHEET ADDENDUM

Local Rule 2.0
Page 2 of 4
00/00/2(K'4
10:23:30 FAX 2132499990
NATIONWIDE LEGAL
short title Collective Digital Studio, LLC v. Dane

Type ol Action
(Check only one)
Category No.
Asset Forfeiture (05)

5
Petition re Arbitration (11)
Writ of Mandate (02)
o
TO
case number
A
">
I A6108 Asset Forfeiture Case
Applicable Reasons See Step 3 Above

2,6.
LIZ! A6115 Petition to Compel/ConfirmA/acate Arbitration
2,5.
L.ZI A6151 Writ -Administrative Mandamus
2,8.
|
j
| A6152 Writ Mandamus on Limited Court Case Matter

| A6153 Writ - Other Limited Court Case Review
2.
Other Judicial Review (39)
CZi A6150 Other Writ/Judicial Review
2,8
Antitrust/Trade Regulation (03)
CU A6003 Antitrust/Trade Regulation
1,2,8.
Construction Detect (10)
1 A6007 Construction Defect
1,2,3.
Claims InvolvingMass Tort
1A6006 Claims involving Mass Tort
1,2,8.
i A6035 Securities Litigation Case
1,2,3.
0>
(40)
Securities Litigation (28)

Toxic Tort
Environmental (30)
Insurance Coverage Claims

from Complex Case (41)
<u
en
of Judgment (20)
J2 3
c
tu
Enforcement
.5
ra
fc
Other Complaints
(A
1,2,3,8.
i A6014 Insurance Coverage/Subrogation (complex caseonly)
1,2,5,8.
I A6141 Sister State Judgment
2,9.
r._J A6160 Abstractot Judgment

[ ] A6107 Confession ofJudgment (non-domestic relations)
2,6.
[_J A6140 Administrative Agency Award (not unpaid taxes)
2,8.
RICO (27)
o
i _ j A6036 Toxic Tort/Enviionmental
(Not Specified Above) (421
Partnership Corporation
Governance (21)
iS
<u
Other Petitions
(Not Specified Above)

(43)
'iS O
1 A6114 Petition/Certificate for Entry ofJudgment on Unpaid Tax
LACIV 109 (Rev. 03/11)
2,8.
i _ j A6112 Other Enforcement ofJudgment Case
2,8,9.
d] A6033 Racketeering (RICO) Case
1,2,8.
L_J A603O Declaratory Relief Only
1,2,8.
IZ.J A6040 Injunctive Relief Only (not domestic/harassment)

LTD A6011 Other Commercial Complaint Case (r.on-tort/non-complex)
r ', A6000 Other Civil Complaint (non-tort/non-complex)
2,8.
' A6113 Partnership and Corporate Governance Case
2,8.
! A6I21 Civil Harassment
2,3,9.
I A6123 Workplace Harassment
2,3,9.
1 A6124 Elder/Dependent Adult Abuse Case
2,3,9.
1,2,8.
1,2,8.
LlTI A6190 Election Contest

CU A6110 Petition for Change ofName
2,7.
2,3,4,8.
j A6170 Petition for Relieffrom Late Claim Law
!~xj A6100 Other Civil Petition
I.ASC Approved 03-04
2,9.

2.
^9
Local Rule 2.0
Page 3 of 4
00/00/2Q-a
10:23:30 FAX 2132499990
NATIONWIDE LEGAL
short title Collective Digital Studio, LLC v. Dane

Tuesday,
December 23, 2014
CASE NUMBER
Item III. Statement of Location: Enter the address of the accident, party's residence or place of business, performance, or other
circumstance indicated in Item II, Step 3 on Page 1, as the proper reason for filing in the court location you selected.
REASON: Check the appropriate boxes for the numbers shown
under Column C for the type of action that you have selected for
acdress.
83g3 wilshire Boulevard #1050
this case.
Lj1.;Jd2.C.J3.a4.U5.rj6.C]7.r:)8.n9.niO.
CITY
STATE
Beverly Hills
CA
ZIP CODE
90211
Item IV.Declaration at Assignment: I declare under penalty of perjury under the laws of the State of Californiathat the foregoing is true
and correct and thatthe above-entitled matter is properly filed for assignment tothe Los Angeles
courthouse inthe
District of the Superior Court ofCalifornia, County of Los Angeles [Code Civ. Proa, 392 et seq., and Local
Central
Rule 2.0, subds. (b). (c) and <d)].
Dated; 12/23/2014
(SIGIpiTURE OF ATTORNEY/FILING PARTY)

PLEASE HAVE THE FOLLOWING ITEMS COMPLETED AND READY TO BE FILED IN ORDER TO PROPERLY
COMMENCE YOUR NEW COURT CASE:
1. Original Complaint or Petition.

2. If filing a Complaint, a completed Summons form for issuance by the Clerk.
3.
Civil Case Cover Sheet, Judicial Council form CIV1-01Q.
4. Civil Case Cover Sheet Addendum and Statement of Location form, LACIV 109, LASC Approved 03-04 (Rev.
03/11).
5. Payment in full of the filing fee, unless fees have been waived.
6. A signed order appointing the Guardian ad Litem, Judicial Council form CIV-010, ifthe plaintiff or petitioner is a
minor under 18 years of age will be required by Court in order to issue a summons.
7. Additionalcopies of documents to be conformed by the Clerk. Copies of the cover sheet and this addendum
must be served along with the summons and complaint, or other initiating pleading in the case.
LACIV 10S (Rev. 03/11)

LASC Approved 03-04

Local Rule 2.0
Page 4 of 4
7--3-n-car^v""-^?rrxyz"jsnt??

Collective Digital Studio v. Annoying Orange PDF

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00/00/2014

10:23:30 FAX 2132^99990

Brian E. Turnauer (SBN 214768)

Coanry OfLoi Angeles

FREEDMAN &TAITELMAN, LLPpO'T'^O

Los Angeles, California 90067

1901 Avenue of the Stars, Suite 500

Attorneys for Petitioner Collective Digital Studio, LLC

- *., wwiuyc uiiicei/Clerk

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

COLLECTIVE DIGITAL STUDIO, LLC

(Assigned to: Hon.

DANE BOEDIGHEIMER, an individual;

NOTICE OF PETITION AND PETITION OF

ARBITRATOR AND STAY ARBITRATION;

[Request for Judicial Notice filed concurrently]

TO ALL PARTIES AND TO THEIR ATTORNEYS OF RECORD:

thereafter as counsel may be heard in Department

. of the above-entitled Co^fr^ j

PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY ARBITRATION

10:23:30 FAX 2132499990

Appoint a neutral arbitrator to arbitrate adispute among the parties; and

designate the arbitrator ora method for selecting the arbitrator. 0

out ofthe Agreement, including issues relating to the AO Character.

be arbitrated between the Parties.

PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY ARBITRATION

10:23:30 FAX 21324J9990

Dated: December23, 2014

FREEDMAN & TAITELMAN,LLP

Attorneys for Petitioner Collective Digital Studios, LLC

PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY ARBITRATION

10:23:30 FAX 2132199990

PETITION FOR APPOINTMENT OF NEUTRAL ARBITRATOR

STAY ARBITRATION PENDING THE OUTCOME OF ANOTHER MATTER

Petitioner Collective Digital Studio, LLC ("Petitioner" or "CDS") hereby states as

On or about April 22, 2013, Petitioner entered into an "Online Distribution

Respondents claim to own the copyright and trademark in the AO Character.

A dispute has arisen between the Petitionerand Respondents (collectively, the

The Agreement contains an arbitration provision at paragraph 14c. which states:

Agreement shall be governed by the laws of the State of California without

regard to conflicts of laws and be settled by binding arbitration.

On November 26, 2014, Respondents filed a "Statement of Claims and Demand

for Arbitration" ("Demand for Arbitration") with ADR Services.

PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY ARBITRATION

10:23:30 FAX 2132499990

Freedman Dec!, as Exhibit "C," and incorporated by this reference,

or an arbitrator, arbitration forum or arbitration rules.

"D," and incorporated by this reference.

Pursuant to CCP 1281.6, the Court is empowered to appoint a neutral arbitrator

Pursuant to CCP 1281.2(c)(4), the Court is also empowered to stay the

arbitration proceeding if a partyto the arbitration agreement is also a partyto a pendingcourt

and there is a possibility of conflicting rulings on a common issue of law or fact.

On or about March 5, 2013, thirdparty H2M, Inc., a North Dakotacorporation

from profitingoff of their product, the Talking Orange cartoon character.

The District Court's ruling on the copyright infringementclaim against the AO

PETITION FOR APPOINTMENT OF ARBITRATOR AND TO STAY ARBITRATION

10:23:30 FAX 2132499990

Acopy ofthe Complaint in the Pending Federal Action isattached to the

incorporated by this reference.

Pursuant to CCP 1281.2(c)(4), once this Court appoints an arbitrator, Petitioner

Dated: December 23, 2014