foot locker - referee logo trademark copyright complaint.pdf
TRANSCRIPT
> wT,' <"»yrjW^ i^KU^nr.CIVIL COVER SHEETJS 44C/SDNY
REV. 4/2014The JS-44 civil cover sheet and the information contained herein neither replace nor supplement the filing and service ofpleadings or other papers asrequired by law, except asprovided by local rules of court. This form, approved by theJudicial Conference of the United States in September 1974, is required for Mgof tha£jprk of Courtfor the purpose ofinitiating the civil docket sheet. B t-^ ffY f j >'' -
JL ®J; V . *"•/ "•'•-'.DEFENDANTS w "~^ <>VIZANT TECHNOLOGIES, LLCFOOTLOCKER CORPORATE SERVICES, INC., &FOOT LOCKER
RETAIL INC.
ATTORNEYS (FIRM NAME, ADDRESS, AND TELEPHONE NUMBER ATTORNEYS (IF KNOWN)Eric Praaer, J. Michael Keyes, &Sarah Kenney Edward KangK&L Gates LLP 599 Lexington Avenue, New York, NY 10022 Kang Haggerty &Fetbroyt LLC, 123 S. Broad Street, Suite 1220, Philadelphia,212.536.3901 PA19109 „
?1S.B?5.SHS0 *"CAUSE OF ACTION (CITE THE U.S. CIVIL STATUTE UNDER WHICH YOU ARE FILING AND WRITE ABRIEF STATEMENT OF CAUSE) ... f
(DO NOT CITE JURISDICTIONAL STATUTES UNLESS DIVERSITY) JAN '•'•-•-17 U.S.C. 501 (copyright infringement); 15 U.S.C. 1114 &1125 (service mark infringement &false designation of origin)
Has this action, case, or proceeding, or one essentially the same been previously filed in SDNY at any time? NeHresQjudge Previously Assigned
If yes, was this case Vol. [J Invol. • Dismissed. No • Yes • If yes, give date
No [JO Yes •
& Case No.
NATURE OF SUIT
IS THIS AN INTERNATIONAL ARBITRATION CASE?
(PLACE AN [x]IN ONE BOX ONL Y)
TORTSACTIONS UNDER STATUTES
[ 1110[ ]120[ ]130[]140
I 1150
PERSONAL INJURY
[ ]310 AIRPLANE[ ]315 AIRPLANE PRODUCT
LIABILITY[ ]320 ASSAULT, LIBEL&
SLANDER[ ] 330 FEDERAL
EMPLOYERS'LIABILITY
[ ) 340 MARINE[ ]345 MARINEPRODUCT
LIABILITY
[ ]350 MOTOR VEHICLE[ ]355 MOTORVEHICLE
PRODUCT LIABILITY
( ]360 OTHER PERSONALINJURY
I 1 362 PERSONAL INJURY -MED MALPRACTICE
INSURANCE
MARINE
MILLER ACTNEGOTIABLEINSTRUMENTRECOVERY OFOVERPAYMENT &ENFORCEMENTOF JUDGMENTMEDICARE ACTRECOVERY OF
DEFAULTEDSTUDENT LOANS(EXCLVETERANS)RECOVERY OFOVERPAYMENT
OF VETERAN'SBENEFITSSTOCKHOLDERS
SUITSOTHERCONTRACTCONTRACTPRODUCT
LIABILITYFRANCHISE
PERSONALINJURY FORFEITURE/PENALTY[ ]367 HEALTHCARE/PHARMACEUTICAL PERSONAL ( j625 DRUG RELATEDINJURY/PRODUCT LIABILITY SBZURE 0F PROPERTY[ J365 PERSONAL INJURY 21 USC 881
PRODUCT LIABILITY . , Bg0OTHER[ ]368 ASBESTOS PERSONAL l '
INJURY PRODUCTLIABILITY
PERSONAL PROPERTY
[ 1370 OTHER FRAUD[ ]371 TRUTH INLENDING
BANKRUPTCY
[ ] 422 APPEAL28 USC 158
[ ]423 WITHDRAWAL28 USC 157
[ ] 151[ 1152
( 1153
11160
[ MM
[ ]195
(1196
REAL PROPERTY
[ ]380 OTHER PERSONALPROPERTY DAMAGE
[ ] 385 PROPERTY DAMAGEPRODUCT LIABILITY
PRISONER PETITIONS
[ J463 ALIEN DETAINEE[ J510 MOTIONSTO
VACATE SENTENCE
28 USC 2255[ ]530 HABEAS CORPUS[ ]535 DEATHPENALTY[ ) 540 MANDAMUS &OTHER
ACTIONS UNDER STATUTES
CIVIL RIGHTS
[ ]440 OTHER CIVILRIGHTS(Non-Prisoner)
[ ] 441 VOTINGI J442 EMPLOYMENT[ ) 443 HOUSING/
ACCOMMODATIONS[ ]445 AMERICANS WITH
DISABILITIES -EMPLOYMENT
[ ]446 AMERICANSWITHDISABILITIES -OTHER
[ ) 448 EDUCATION
PRISONER CIVIL RIGHTS
[ ]550 CIVILRIGHTS[ l 555 PRISON CONDITION[ ] 560 CIVIL DETAINEE
LABOR
[ ]710 FAIR LABORSTANDARDS ACT
[ ]720 LABOR/MGMTRELATIONS
( ]740 RAILWAYLABORACT[ ] 751 FAMILY MEDICALLEAVE ACT (FMLA)
[ ]790 OTHER LABORLITIGATION
( ]791 EMPL RET INCSECURITY ACT
IMMIGRATION
[ ]462 NATURALIZATIONAPPLICATION
[ ]465 OTHER IMMIGRATIONACTIONS
t 1210
( ]220( J230
[ ]240[1245
[ ]290
LANDCONDEMNATIONFORECLOSURE
RENT LEASE &EJECTMENT
TORTS TO LANDTORT PRODUCTLIABILITYALL OTHERREAL PROPERTY
CONDITIONS OF CONFINEMENT
Checkifdemanded in complaint:
CHECK IFTHIS IS ACLASS ACTIONUNDER F.R.C.P. 23
PROPERTY RIGHTS
[yj 820 COPYRIGHTS[ ] 830 PATENT[ ) 840 TRADEMARK
SOCIAL SECURITY
[ ]861 HIA(1395ff)[ 1862 BLACK LUNG(923)[ J863 DIWC/DIWW(405(g))[ ] 864 SSID TITLE XVI[ ] 865 RSI (405(g))
FEDERAL TAX SUITS
[ ] 870 TAXES (U.S. PlaintifforDefendant)
( 1871 IRS-THIRD PARTY26 USC 7609
OTHER STATUTES
I 1 375 FALSE CLAIMS((400 STATE
REAPPORTIONMENT( ] 410 ANTITRUST( ]430 BANKS & BANKING[ ]450 COMMERCE[ ]460 DEPORTATION[ J470 RACKETEER INFLU
ENCED & CORRUPT
ORGANIZATION ACT(RICO)
[ ]480 CONSUMER CREDIT( ) 490 CABLE/SATELLITETV
[ ]850 SECURITIES/COMMODITIES/EXCHANGE
( ) 890 OTHER STATUTORYACTIONS
[ )891 AGRICULTURAL ACTS
[ 1893 ENVIRONMENTALMATTERS
[ ]895 FREEDOM OFINFORMATION ACT
[ ] 896 ARBITRATION[ ] 899 ADMINISTRATIVE
PROCEDURE ACT/REVIEW ORAPPEAL OF AGENCY DECISION
[ ]950 CONSTITUTIONALITY OFSTATE STATUTES
•MTHISCASE IS RELATED TO A CIVIL CASE NOWPENDING IN S.D.N.Y.?
DOCKET NUMBER
fF°SO?sW
JUDGEDEMAND $_ OTHER
Check YES onlyifdemanded incomplaintJURY DEMAND: SYES OjO NOTE: You must alsosubmit at the time offiling the Statement ofRelatedness form (Form IH-32).
p
(PLACEAN x INONEBOXONLY)
Hi Original • 2 Removed fromProceeding StateCourt
ORIGIN
Lj 3 Remanded Lj 4 Reinstated or LJ 5 Transferred from Q 6 Multidistrict fj 7 Appeal to Districtfrom
n a. •iip.rti.tr.pr.t.nt.d Appellate•—' Court
Reopened (Specify District) Litigation Judge fromMagistrate JudgeJudgment
I I b. Atleast on*party Is pro se.
(PLACEAN x INONEBOXONLY) BASIS OF JURISDICTION
• 1 U.S. PLAINTIFF Q2 U.S. DEFENDANT S 3 FEDERAL QUESTION Q4 DIVERSITY(U.S. NOT A PARTY)
IFDIVERSITY, INDICATECITIZENSHIP BELOW.
CITIZENSHIP OF PRINCIPAL PARTIES (FOR DIVERSITY CASES ONLY)
(Place an [X] in one box for Plaintiff and one box for Defendant)
CITIZEN OF THIS STATE
PTF DEF
[]1 []1 CITIZEN OR SUBJECT OF A
FOREIGN COUNTRY
PTF DEF
[]3[]3PTF DEF
INCORPORATEDand PRINCIPALPLACE [ ] 5 [ ]5OF BUSINESS IN ANOTHER STATE
CITIZEN OF ANOTHER STATE [ ]2 [ ]2 INCORPORATED or PRINCIPALPLACE [ ]4 [ ]4OF BUSINESS IN THIS STATE
PLAINTIFF(S) ADDRESS(ES) AND COUNTY(IES)
Foot Locker Corporate Services, Inc. and Foot Locker Retail, Inc.112 West 34th Street
New York, NY 10120New York County
FOREIGN NATION []6 []6
DEFENDANT(S) ADDRESS(ES) AND COUNTY(IES)
Vizant Technologies, LLCBrandywine Two Building, Suite 2025 Christy DriveChadds Ford, PA 19317Delaware County
DEFENDANT(S) ADDRESS UNKNOWNREPRESENTATION IS HEREBY MADE THAT, AT THIS TIME, I HAVE BEEN UNABLE, WITH REASONABLE DILIGENCE, TO ASCERTAIN
RE9IBENCE ADDRESSES OF THE FOLLOWING DEFENDANTS:
Check one: THIS ACTION SHOULD BEASSIGNED TO: Q WHITE PLAINS \x\ MANHATTAN(DO NOT check either box if this a PRISONER PETITION/PRISONER CIVIL RIGHTSCOMPLAINT.)
DATE 1/15/2015 SIGNATURE OF AJTORNEX/O'f/RECORD ADMITTED TO PRACTICE IN THIS DISTRICT[ 1 NOHi YES (DATE ADMITTED Mo.April Yr. 1994 )
RECEIPT # 4^"^ IJ / Attorney Bar Code #EP-0964
Magistrate Judge is to be designated by the Clerk of the Court.
Magistrate Judge. MAG., ttis so Designated.
Ruby J. Krajick, Clerk of Court by. . Deputy Clerk, DATED.
UNITED STATES DISTRICT COURT (NEW YORK SOUTHERN)
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
FOOT LOCKER CORPORATE SERVICES,INC. and FOOT LOCKER RETAIL, INC.,
Plaintiffs,
against
VIZANT TECHNOLOGIES, LLC,
Defendant.
«i'-'„»i.ii l.4iJ
Civil Action No.
JURY TRIAL DEMANDED
COMPLAINT
i'-^sj
o«'';
CO
Plaintiffs Foot Locker Corporate Services, Inc. ("Foot Locker Corporate Services") a|td
Foot Locker Retail, Inc. ("Foot Locker Retail"), collectively "Plaintiffs," by and through their
undersigned counsel, K&L Gates LLP, for their Complaint against Vizant Technologies, LLC
("Vizant") allege as follows:
NATURE OF THE ACTION
1. This is an action for knowing, willful, and intentional violations of several federal and
state intellectual property laws and for breach of contract. As further detailed herein, Vizant,
without authorization, license, or permission - and in direct contravention of a written agreement
- infringed the copyright in the iconic "Foot Locker Striper," a well-known graphical work that
is a registered work of authorship with the U.S. Copyright Office. Additionally, and in
contravention of the aforementioned written agreement, Vizant improperly reproduced and used
in commerce various federally registered service marks owned by Foot Locker Retail. Vizant's
commercial use of the registered service marks violates Sections 32 and 43(a) of the Lanham
Act, and New York's unfair competition law. Finally, Vizant breached its written agreement
with Foot Locker Corporate Services by engaging in the aforementioned acts of infringement,
1
and asserting objectively baseless claims for amounts due and owing under the agreement.
Plaintiffs seek damages, injunctive relief, and recovery of attorneys' fees and costs due to
Vizant's wanton, egregious, and oppressive conduct.
PARTIES. JURISDICTION. AND VENUE
2. Plaintiff Foot Locker Corporate Services is a corporation organized and existing under
the laws of the State of Delaware, having its principal place of business in New York, New York
with an office in Camp Hill, Pennsylvania.
3. Plaintiff Foot Locker Retail is a corporation organized and existing under the laws of the
State of New York, having its principal place of business in New York, New York.
4. Vizant is a limited liability company organized and existing under the laws of the State of
Delaware. Upon information and belief, members of Vizant are citizens of at least Pennsylvania
and New York.
5. This Court has subject matter jurisdiction over the copyright infringement claim and the
Lanham Act claims pursuant to 28 U.S.C. §§ 1331 and 1338(a). This Court has supplemental
jurisdiction over the state law claims for unfair competition and breach of contract pursuant to 28
U.S.C. § 1367.
6. This Court has personal jurisdiction over Vizant because it has continuous and systematic
contacts with the State of New York and regularly transacts business in this State. Further,
Vizant has knowingly engaged in the acts of infringement, unfair competition, and breach of
contract described herein in this State, knowing those acts would cause harm in this State to one,
or both, of the Plaintiffs.
7. Venue is proper in this judicial district pursuant to 28 U.S.C. § 1391(b).
FACTS SUPPORTING CAUSES OF ACTION
Plaintiffs' Valuable Business and Intellectual Property
8. Plaintiffs are wholly owned subsidiaries of Foot Locker, Inc., the world's leading retailer
of athletic footwear and apparel, operating approximately 3,600 athletic retail stores in 21
countries in North America, Europe and Australia under the brand names, including without
limitation, "Foot Locker," "Footaction," "Lady Foot Locker," "Kids Foot Locker," and "Champs
Sports."
9. Foot Locker Corporate Services owns a valid, enforceable, and registered copyright in the
iconic Foot Locker Striper graphic design: , hereinafter referred to as the Foot Locker
Striper. A true and correct copy of a screenshot from the Copyright Office's website,
www.copyright.gov, showing registration of the Foot Locker Striper is attached hereto as
Exhibit A.
10. For decades, Foot Locker Corporate Services and its related entities have used this
copyrighted work in promotional and advertising campaigns to promote the Foot Locker goods
and services.
11. Additionally, Foot Locker Retail owns an incontestable federal service mark registration
for the Foot Locker Striper design, U.S. Registration No. 1,591,435. Foot Locker Retail also
owns an incontestable federal service mark registration for the stylized design of the "Foot
Locker" word mark, U.S. Registration No. 1,032,592. These marks are collectively referred to
hereafter as the "Foot Locker Marks." True and correct copies of the U.S. Registrations for the
Foot Locker Marks are attached as Exhibit B.
12. Plaintiffs have invested an enormous amount of time, money, and resources to promote
and develop the goodwill associated with the Foot Locker Marks. The Foot Locker Marks have
3
become widely recognized and associated as source identifiers for the goods and services offered
by Plaintiffs and their related entities. In addition to the thousands of "brick and mortar"
locations where Plaintiffs' goods and services are offered, the Foot Locker Marks are
prominently promoted online. Plaintiffs are also actively engaged in promoting the Foot Locker
Marks via social media websites, such as Facebook® and Twitter®. The official Foot Locker
Facebook® page has over 6 million likes, and the Foot Locker Twitter® page has 1.08 million
followers.
Vizant's Conduct Giving Rise to the Claims in this Lawsuit
13. On May 31, 2013, Vizant (then known as P.E. Systems) and Foot Locker Corporate
Services entered into a written "Consulting Agreement." The parties also entered into a Mutual
Confidentiality Agreement. A true and correct copy of the Consulting Agreement and the
Mutual Confidentiality Agreement are attached hereto as Exhibit C. On information and belief,
in 2013, P.E. Systems changed its name to Vizant Technologies, LLC. This name change did
not alter any of the legal obligations owed by P.E. Systems, LLC to Foot Locker Corporate
Services.
14. The Consulting Agreement was for services related to merchant processing fees paid by
Foot Locker Corporate Services and its affiliates when consumers use charge cards to pay for
merchandise at Plaintiffs' retail locations.
15. The Consulting Agreement provides as follows: "Use of Trademarks, Logos and the
Like. [Vizant] agrees and acknowledges that [Vizant] shall not and is not authorized to utilize
[Foot Locker's] logos, trademarks or identity in any manner including without limitation, in
[Vizant's] Sales Presentation and [Foot Locker's] name in [Vizant's] regular listing of clients."
16. Foot Locker Corporate Services became aware that Vizant breached the above portion of
the Consulting Agreement by prominently placing the Foot Locker Marks, including the Foot
Locker Striper work, on the top center portion of Vizant's "Our Clients" section of the Vizant
webpage. A true and correct copy of this portion of the Vizant.com website on July 31, 2014 is
attached as Exhibit D.
17. Vizant also breached the "Use of Trademarks, Logos and the Like" provision of the
Consulting Agreement by listing Foot Locker, Kids Foot Locker, and Lady Foot Locker in
Vizant's "Retail Stores & Online Retail" client listing portion of the Vizant website. A true and
correct copy of this portion of the Vizant.com website on July 31, 2014 is attached as Exhibit E.
18. As such, Vizant has used the Foot Locker Marks, or marks that are strikingly similar to
the Foot Locker Marks, including the Foot Locker Striper, as advertisements on its website,
Vizant.com. Vizant displayed the Foot Locker Marks on its website to purposefully advertise
that Plaintiffs endorse and sponsor Vizant's services.
19. At no time was Vizant authorized to display the Foot Locker Marks or advertise that
Plaintiffs endorse or sponsor Vizant's services.
20. Despite never having authority to use the Foot Locker Marks, Vizant used the Foot
Locker Marks to advertise a false designation of origin between Plaintiffs and Vizant.
21. By utilizing the Foot Locker Marks on its website to advertise a false designation of
origin between Plaintiffs and Vizant, Vizant's use is likely to cause confusion, or to cause
mistake, or to deceive consumers.
22. In addition to the aforementioned conduct, Vizant has made objectively baseless claims
for payment of monies due and owing under the Consulting Agreement. By way of example
only, Vizant issued Invoice No. FLCS-REF2 to Foot Locker Corporate Services for a
"Professional Services Fee" in the amount of $851,726.59. A true and correct copy of this
invoice is attached hereto as Exhibit F. Vizant had no reasonable basis for issuing this invoice
and even Vizant CEO Joseph Bizzarro has admitted the invoice was issued simply to "get Foot
Locker's attention."
23. After continued harassment and unprofessional conduct by Vizant, Foot Locker
terminated the Consulting Agreement on July 31, 2014. A true and correct copy of this July 31,
2014 termination letter is attached hereto as Exhibit G. Shockingly, Vizant's concocted claims
for payment of monies did not stop, even after termination of the parties' agreement. Instead, on
August 31, 2014, Vizant issued Invoice No. FL-SC 9-12 to Foot Locker Corporate Services for
purported "Professional Services" provided by Vizant for an additional amount due and owing of
$503,863.85. A true and correct copy of this invoice is attached hereto as Exhibit H.
COUNT I
COPYRIGHT INFRINGEMENT
24. Plaintiffs re-allege the allegations set forth in Paragraphs 1 through 23 above, as if fully
set forth here.
25. Foot Locker Corporate Services is theauthor and owner of theFoot Locker Striper.
26. The Foot Locker Striper is an original work of authorship and is copyrightable subject
matter under applicable law immediately upon creation.
27. The Foot Locker Striper is registered with the United States Copyright Office under Reg.
No. VA0001936780, which is a valid registration.
28. Unbeknownst to Foot Locker Corporate Services, Vizant reproduced a copy of the Foot
Locker Striper and displayed that copy on Vizant's website, Vizant.com.
29. These acts constitute copyright infringement in violation of the Copyright Act, 17 U.S.C.
§501.
30. Vizant was never authorized to reproduce or display the Foot LockerStriper.
31. By reason of the foregoing, Plaintiff Foot Locker Corporate Services has been and will
continue to be irreparably harmed and damaged. Plaintiff Foot Locker Corporate Services'
remedies at law are inadequate to compensate for this harm and damage.
COUNT II
SERVICE MARK INFRINGEMENT (15 U.S.C. § 1114)
32. Plaintiffs re-allege the allegations set forth in Paragraphs 1 through 31 above, as if fully
set forth here.
33. Foot Locker Retail owns valid and incontestable service mark rights in the Foot Locker
Marks, as registered with the United States Patent and Trademark Office under Registration
Numbers 1,591,435 and 1,032,592.
34. Vizant has used the Foot Locker Marks in commerce in connection with its online
advertisement of services.
35. Vizant's use of the Foot Locker Marks is likely to cause confusion, or to cause mistake,
or to deceive consumers, in violation of the Lanham Act, 15 U.S.C. § 1114.
36. Vizant has not been licensed or otherwise authorized to use the Foot Locker Marks, and
in fact Vizant was contractually prohibited from doing so.
37. By reason of the foregoing, Plaintiff Foot Locker Retail has been and will continue to be
irreparably harmed and damaged. Plaintiff Foot Locker Retail's remedies at law are inadequate
to compensate for this harm and damage.
COUNT III
FALSE DESIGNATION OF ORIGIN (15 U.S.C. § 1125)
38. Plaintiffs re-allege the allegations set forth in Paragraphs 1 through 37 above, as if fully
set forth here.
39. Plaintiff Foot Locker Retail owns valid service mark rights in the Foot Locker Marks,
andboth Plaintiffs Foot Locker Retail andFootLocker Corporate Services havea right to use the
Foot Locker Marks and have a beneficial interest therein.
40. Vizant has used the Foot Locker Marks in commerce in connection with Vizant's online
advertisement of services, as described above.
41. Vizant's use of the Foot Locker Marks in its online advertisement creates a false
designation of origin between Vizant and Plaintiffs in violation of the Lanham Act, 15 U.S.C. §
1125(a).
42. Vizant has not been licensed or otherwise authorized to use the Foot Locker Marks, and
in fact Vizant was contractually prohibited from doing so.
43. By reason of the foregoing, Plaintiffs have been and will continue to be irreparably
harmed anddamaged. Plaintiffs' remedies at law are inadequate to compensate for this harm and
damage.
COUNT IV
UNFAIR COMPETITION (NEW YORK COMMON LAW)
44. Plaintiffs re-allege theallegations setforth inParagraphs 1 through 43 above, as if fully
set forth here.
45. Plaintiff Foot Locker Retail owns valid service mark rights in the Foot Locker Marks,
and both Plaintiffs Foot Locker Retail andFoot Locker Corporate Services have a right to usethe
Foot Locker Marks and have a beneficial interest therein.
46. Vizant has used the Foot Locker Marks in commerce in connection with its online
advertisement of services, as described above.
47. Vizant's use of the Foot Locker Marks in its online advertisement is likely to cause
confusion or mistake in the mind of the public.
8
48. Vizant's use of the Foot Locker Marks constitutes bad faith because Vizant used the Foot
Locker Marks in spite of its contractual obligation prohibiting such use.
49. Vizant had actual knowledge that it was prohibited from using the Foot Locker Marks but
used those marks anyway.
50. Thus, Vizant's actions constitute unfair competition in violation of New York common
law.
51. By reason of the foregoing, Plaintiffs have been and will continue to be irreparably
harmed and damaged. Plaintiffs' remedies at law are inadequate to compensate for this harm and
damage.
COUNT V
BREACH OF CONTRACT (WASHINGTON LAW)
52. Plaintiffs re-allege the allegations set forth in Paragraphs 1 through 51 above, as if fully
set forth here.
53. Plaintiff Foot Locker Corporate Services and P.E. Systems LLC, now Vizant, entered
into a valid contract referred to herein as the Consulting Agreement.
54. P.E. Systems changed its name to Vizant Technologies, LLC in 2013. This name change
did not alter any of the legal obligations owed by P.E. Systems, LLC to Foot Locker Corporate
Services.
55. The Consulting Agreement provides that all provisions of the agreement will be governed
by the laws of the State of Washington.
56. The Consulting Agreement provides that "[Vizant] agrees and acknowledges that
[Vizant] shall not and is not authorized to utilize [Foot Locker's] logos, trademarks or identity in
any manner including without limitation, in [Vizant's] Sales Presentation and [Foot Locker's]
name in [Vizant's] regular listing of clients."
57. Vizant materially breached the Consulting Agreement when it prominently placed the
Foot LockerMarks, including the Foot Locker Striper work, on the top center portion of Vizant's
"Our Clients" section of the Vizant webpage.
58. Vizant also breached the Consulting Agreement when it listed Foot Locker, Kids Foot
Locker, and LadyFoot Locker in Vizant's "Retail Stores & Online Retail" client listing portion
of the Vizant website.
59. Vizant also breached its implied covenant of good faith and fair dealing by making
objectively baseless claims for payment of monies due and owing under the Consulting
Agreement as described herein. By making these baseless claims for payment, Vizant did not
cooperate with Foot Locker Corporate Services so that Foot Locker Corporate Services could
obtain the full benefit of performance from Vizant.
60. Plaintiff Foot Locker Corporate Services performed its obligations under the Consulting
Agreement.
61. Plaintiff Foot Locker Corporate Services suffered damages as a result of Vizant's
breaches of contract, including but not limited to loss of licensing fees and damage to Plaintiff
Foot Locker Corporate Service's goodwill and reputation.
PRAYER FOR RELIEF
WHEREFORE, Plaintiffs pray that this Court enter judgment in their favor on each and
every claim for relief set forth above and award them relief including, but not limited to, the
following:
A. That Vizant be permanently enjoined from infringing the Foot Locker Striper
copyright;
10
B. That Vizant be permanently enjoined from infringing the Foot Locker Marks,
creating a false designation of origin between Plaintiffs and Vizant, and unfairly
competing with Plaintiffs;
C. That Vizant be ordered to pay damages, including but not limited to Vizant's
profits and Plaintiffs' actual damages for Vizant's copyright and service mark
infringement, creation of a false designation of origin, andunfair competition;
D. That the damages for Vizant's violation of the Lanham Act be trebled under 15
U.S.C. §1117;
E. That Vizant be ordered to pay damages for its breaches of contract against Foot
Locker Corporate Services;
F. That Vizant be ordered to pay Plaintiffs' costs and attorneys' fees in this action
pursuant to 15 U.S.C. § 1117; and
G. Awarding suchotherrelief as the Court may deemjust and proper.
JURY DEMAND
Plaintiffs hereby demand a trial by jury of all issues so triable.
Dated: New York, New YorkJanuary 15, 2015
11
K&L GATES
Eric A. PragerSarah P. Kenney599 Lexington AvenueNew York, New York 10022Tel: (212) 536 3900Fax:(212)[email protected]@klgates.com
12
J. Michael Keyes (pro hac vice japplication to be filed) |618 West Rivers ide Avenue I
Suite 300 |Spokane, WA 99201-5102 |Tel: 509.624.2100 IFax: 509.456.0146 |[email protected] {Counselfor Plaintiffs Foot Locker •Retail, Inc. & Foot Locker Corporate IServices, Inc. f
i
Int. CI.: 42
Prior U.S. CL: 101
„T . , „ „ Reg. No. 1,591,435United States Patent and Trademark Office Registered Apr. io, 1990
SERVICE MARKPRINCIPAL REGISTER
KINNEY SHOE CORPORATION (NEW YORK FIRST USE 1-0-1988, FIRST USED IN AN-CORPORATION) OTHER FORM ON FEBRUARY 1985; IN COM-
233 BROADWAY MERCE 1-0-1988.NEW YORK, NY 10279
FOR: RETAIL SPORTS APPAREL ANDFOOTWEAR STORE SERVICES, IN CLASS 42(U.S. CL. 101).
SER. NO. 73-800,151, FILED 5-15-1989.
KELLEY WELLS, EXAMINING ATTORNEY
Int. CI.: 42
Prior U.S. CI.: 101
United States Patent OfficeReg. No. 1,032,592
Registered Feb. 3, 1976
SERVICE MARKPrincipal Register
Kinney Shoe Corporation (New York corporation)233 BroadwayNew York, N.Y. 10007
For: RETAIL SPORTS APPAREL AND FOOTWEAR STORESERVICES, in CLASS42 (U.S.CL. 101).
First useon or aboutSept. 12, 1974; in commerce Feb.14, 1975.
Ser. No. 50,452, filed Apr. 24,1975.
L. STRICKMAN, Examiner
eetn*"M"»*mwT?ff"*!^^f.*^^f,*W^^*,w*B™,,,^i*mid•,',,, entered into, efeftral b«dste executed Mtow, by and between P.E. Systems. UC rPEST, aDelawareUmted UabUty Company, fecatad at 2«S Wart Mah Avenue, Suite 400, Spokane, WafMngton 9noMHU and Foot loekar Corporate Services. Inc ratam«,faceted at9S*3 Smote* ftmryfW.Camp ««,** 17011. PCS aryiaiar*««{o»mtyfrfMt»dto.sdM-pitttas-indlndMdutlyK»-P«riy'WHERfM.PBtjerie^mtltobi«lne»ofpr^^WHEREAS, clientdestouto have PES perform Consulting Services for atom's PaynsarrtProcasdngCosts,NOW, IHERfPOW, for (ood ind valuable coraidaratkia. the receipt and sufficiency ofwhich Is hereby sckravdedged. the Parties attending tobe lege* baiaidhereby., agrae at fallows:
a. t»entshalloade«nedesa«ci*ren*ry««lstf^^assigns, parent companies, oMsIoik oraHlnatoa thatproms payments.
b. p»rmemi*»i«ab«o^»i«j»jayiaamier|e>aefce»ideer^t^fictlMpmMtfefa^fae*ar«iai AipwtrftolntBri^r^AnafyjisimdftaajwxlatailBMjaBdeasts, PBsNlaia^ya«Oa«t,*Oabltc>rdtt»alata*oMa»^bw«cOon«,|MritiaMtetr«Ourbtaftt!»lar^ ^^
cCaw^:»«*,«if** be«Mlysfe«idBiana»»^incurradfcyCHeirt ovaipayBWrtvartot^omtofc^a^cmpllaf<awn^ C«a^< peyrao* procanlng contract*
d. BbMshdlieeaAiedvb^CoitRaducaonKHo.
••CaatP^iwtlonititosfaaba defined aa95Kof Payment P^f. Payment PMeaataaj Coct Reducttor* ihatl be defined as the difference batmen CeemTs Historical Payment Praoesiing Coats and Oram** currant Payment
Processing Casta during theTerm of theAgreement Such eaatewMbaadsusaai from tain to taittto acou^prooaulag organtlatlons (La. Van, MasterCard, AnwrtanEiraieis,etanfcestnjitwe.
B MtcalOBl Payrnent rVaoeiaMg Carts shatIn daflii^taicHw mwttta eimedbtaJy pracodlrajthedaterf
K RcbiuatslMH be aWitnedl asrepaynwnts, oadltt,oroth«Those refines obtained byClient hitheordinary course oftheir debit and credit card business*at are not directly attributable toPB« ConsMMni SantassrwRnrtbacaloilabKllrrtoPSConsuMniFa*
I. Term srtrt be difimedasU rewrite r^PCS fr# Payment ftocaaIr«QDltlteduecajn«mrngn« when PES dsewmtoes Burt some pcrtcn of teactual cost reduction.
' Htlliri til IHlllanallllll nml didl| till f I Iaillli••AeuiremeopyeftrajIri»jymemB»vce»s»»
Cost* wfthln30 days(ramexaartson of thisAgreement;tiCopiesrfahnmrainoetivcamUmonektrf
t Ceite c«Oeiift onaxifr« Payment ProcessthnMamsshaB be providedwfthlnKi daysoftttt
dentwarrantothatitshall a** PES aH Information niatonablyflexaMaryaorPStoparlbfinarania^^ITYieTlltataT>%nrtr« Af^recatptrtc^^
patatrtad software ardawrftet^fira proprietary da«w»lb^lssuaj»fepert»Cllai*bSetisspBeme^wanansMsrfaenfttifttcthatPiy^^
* MjjMffl PBIflaallal CM ItlHnHltBflfc After PES provides CMnt wIM PIS' confldiMlal report, ft Is within Olenfscola dUcrecrkw whether Client elects toanplement the presented Payment Processing Cost Reduction recommendations (Inducing regulated and non-ragutatad debit card quaMcatlorts) In PSS's•C0^J*"i,,d,0" Pn**m- 0>tni "»» afaet out to Implement PSS's Payment Processing Cost Reduction ramrnmendatloni based on Various factors whichinclude but are notlimited to: Imphanentation hesibility, coatbusiness disruption and origination ofsuggested Payment ProcessingCott Reduction. In theevent, Client electa not tomove forward and Implement PES's Payment ftrassiiaj Cost lta<ajctlor«cHh<r party mtflb Agreement PBwfJ also cflwifeongobvmonthsW* Payment fVpcasslia] Cost Reduction reconmwdetlofll, CUM! Ml be oBRfattd to pay PR It, Qmi*tin§ Fee for Payment Prgcnting Cost Matfon*Uandned and recommended hi pes'* cost induction Pragnnuub|ett toorigination of lugaested Payment Processkif Cost Reduction, /egardbss ofwhoachievesthe Payment ProcessingCoatRadudfonson behalfof Client.
5.QMHjHngfgaji Subject toortgmatlon ofsuggested Payment ProcasdngCost Reducflcn, aientshall pay PES aConcurring Fee for any Payment ProcasdngCostReductions In PrysCortFUKlucdwProt7amllurt are Implemented arrf actually M Should Payment ProcessingCoat Reductions occur asa result ofCSant obtaliMng arefundPB snail l» entMad toaCarwIHiv ^mamh m vmlch the reftind b i»nfirnied and rece»^ ev Ola^Rate. In aetarmlntag theCost Reduction Ran, PES thaiutlliethe Historical Payment Processing Cost method thatmost accurately captures Cllanfs PaymentProcessingcost Reductions.
toPor»an» Pawwtnt Cost Raowttons
Current Per Item
Ml
Current Number of
Transactions ApplicableCost Reduction
RiteCaruuJtfngfoe
$0.20 $0.10 ]• •[ 40,000 35* $1,400.00
6.BunutnoOL Payment Iryaitaitshell bedi»net*etym
^^^a^mS^ ' ^^l,towrfttlftoa^h7^m8M,^^w^«^*ffaefflert^lwrvto
a^e?«*£S^l^'• y wirWaWWU, baiPatTniifm Hty. H» ayee* and **t««*irt*4»«*Jia*P^ ^ t^,,,,*wunn
ST2C#n»7i!iK Sf* **"**"**»**. ***Security wtthn^n, tax. tranyettar MM* stateo»ifbSiJt^^
11^!"^u"J*"™""*»»*e*ae.«tos» PES shall aotKV Client wtthrn SOd^asid»redl«eclauetoc«W»*tr«M'veantont.Should PES ceasatt provide such services,Cadrtira*he*emer»jhttotermli»itot^^
!*• vfrVMMajiga/,The provisionsofthis Agreementshall be governed to all respects bythe laws ofthe StateofWashington.U-«llata*UB4aBaUaatTrwijnoteabmed Ito
**watoi»em;iwrt*e^thgama,,^
written commuelcednraeroral discussions; statement*, representationw agreements.ILAHandjeajfctaTheenhYetyef
l^MQtfrnaWaaTaa TMs Agreement may notbe altered, amended or modified eacept byawrWag signed try an authorised represenarive ofeach party.16toalWWTPfeShouldarw provision oft^Agrtemert
'•Hienfbrccabllltyc^iteclhcrprr^skHiss^llnotbeafnKttd"•snvTi-Yslftrtfr Failure byoHr^
t»enforcesuchpaovtslon.
»lajriramtrirtiri j. Each partyIwapaructpated (nrwgothtlnganddrafc^thlsAgreerrierrt. sprlan ernblt^oraquesbtanoreitentarlmerpMattanartai,this. Agreement sle* btconstrued as If th<parties hado^ed It Jdntfy, asopposedtobelngconstr^
19.nrafil«.cMMertir« ^«. Thar*arttvi»B*Ape«r«m»m*c^cor«»|a^
&Tltowc^>riy"«nd>art*fsNwtec^ ^at0«Blt1»TtCaJ*»<^^
aw one c* which may be Introduced In evidence) or used for any other purpose without fj» production ofIt* duplicate counterpart Moreover,rKab-rWu*«Kfln^at a^ ofme m^Sf^^Tf »"«*>*• <"*• Ml*»mminstrument te*dj»| «ialofthe sanies hereto, facsimile transmission and/or validated electronicWnsmisskwto ij™ partyof am-ciwrfai*^^
(Signature page and Mutual bnflrJairtalltyAtreerrerrt Fe4ow)
fowl lecfcar tartrate aaaraice* Inc.
tfa*£** „„—. Agrthorb^Sgrnture: _
-3frA«** d~ Wiws
OMiaiTA
mnuKLommoomAimnsKmAaa
rohnrt 1£^ZZ£?JL*ZZV *l2SSr*-&»! '"» * «"•««- «•«*« Operate Services, toe.
. «a^£p»WI««EA5,tlto Parte*tave entered irrto tr^
e '̂esWlow?6 *" *"' ""*W,U,h" <0n*'•,rtio,,• *•"°*t "« •«*••««» "« which ere hereby edrowledged, the rartfes
i^d^nte^ae^^""^""' '*"'**' *•" """ M,pec0^• «. Pkjrto dtaclosh., or receKto, aspec* Rem of
L~*J!a!!!V!!!2 •""^J"?'0" *•" mMn aaaildansbH noe-pubnc Information whether In oral, written, graphic, electronic orothej-fcrmaiidwhecherrelBtexltoaWrlyeTltoperarti "^ Baren**r
a]
el
aw«*»tr frt&matfcM Inducing, but not limited to, store address a>«*h*Mic»,|»ff*i^lo safes d»W. tostx, fees and charges, operating expanses, margins, productplennkwte^Mftto, martattog nrmgtrt, cutestprea** aatesettimatea, beatne» plans, and internal performancefwulto reladngte pest preaent or f^^and suppress;
^J^TULS!!^^ *«W* *"^»*w, report*. arawytit, wmpttatiemv «vd«. *»*{»a«tr«ws»ii», computer software, aottrce coda, object code, flow charts, databases, ImnftTtoax. Information.
oftheterms, condlttow orfacts wftfa respect theietowltoouttheprtorwrlttencoaserftcd^
t^JFEU*!!!!? '"* ** "*"***** •* «»» ftbat l» *^. atoja* « aafti »**» • reason*** peg** «f caret tore-««tae£S2^''""^"J** «•*•* •»•» ""a** «**** Ae?«awMW» byeither Party, the non-breaching Party she* bay* aft rarnadte » J*and/or<*W*veJlaW«tolfcli^^ AWtom orde^eiwreWr^ ii^rbjl^t**dwtteraerfpT»*toe»ar*o^ *" •""
* TteobeWMsofconAderr^a) was Inthepublk: domain at Hm timeofdhxlosura;b) becomespartofthe public dwnitoaftedUclimrethroughrw^loftrMi rMplent;c| was acquired by theRecfplemtadepaitdentiy, after olsdoturerreraurKler.trCffletnwpertywItnoutbreacrioftkjs
Agreementor violationof applicable law:dj the Redolent can demonstrate through prior written records that itwas in Its possession prior tothe time of
disclosure end was not acquired directly or Indirectly from the Otsdostng Party or any parson, firm orcorporationacting on its behalf; or
the neclplem can demonstrate: was independently developed by Recipient wRhout mm of Confldentlsflavnnapaaji srihlnatInformation,
Page4 OfS
Lr.*wiL" HlMH^l[H'HSrt «'T*!!,T wquir,d " ' """* * • J"**1 wri»"'*«rV proceeding to disclose anyPto^prde? " W<to,,n• ""* "* I"0',,PI n°** ,h**"" ** ««'•*«•*«» mey seek i
Ls-ea-£ll!!ll^^^ ^ taxation «t«e
ItlTJrZJr^^!!^^toJs^lp^* JWsA^emwtutltoermreegrMraertbrf reapewtotltosui^tmatterhereof. TNsAgntamentmayha amended onlybymeans ofawittean Instrument vacated onbehalfofboth Parties.
i5Lu.«.-H!S-^T^,t sH-nS^*'!^* 1*e «*«>»«*««*»» *w- eMisfttotlcar* «*f Rtsst Oa«iss»filjlr»s As^MmetnC tesr • tK»tes«f «f »m» (2} yej.^ofbadesecretsoTsctosedhareunder. IHts^aaaaaMiNBteMpjpn^
IX Nafther thitAgraement northe dhdosure by either Party ofthe Confidential Information or other Information to the other
J2^T-^*^!10!ir,**,2L^.pu^,^ "ny «woduc« «• *«v"e«« »«" the. oeber or to reaqulrei •Itteajr Part»t eo dlsckssei amy partaaiharinflation to the other. Mc«*ii»jtotresAgreerr»HrtstaHtoas matingeither Partythe agentoftheother.
o*V>aihlngunraaetodlhgrts<anf^ »"""•'"»*•
U. This Agreement shall not be assbjaedwRhoutthe pdorwrfttoii oanse.it ofthe other Party.
MWnilESS WHEREOF, shePartiesneveaiccuted cntaAgreemerrte* oftr«o^ceRntwmen above.
FOOT LOCKER
Pago 5 of5
*\
CopyrightUD^etl Siate* Copyright OSTsc*
Help Search History Titles Start Over
Public Catalog
Copyright Catalog (1978 to present)Search Request: Left Anchored Name = foot lockerSearch Results: Displaying 1 of 2 entries
Type of Work:Registration Number / Date:
Application Title:Title:
Description:Copyright Claimant:
Date of Creation:
Date of Publication:
Nation of First Publication:
Authorship on Application:
Rights and Permissions:
Names:
^previous next •
The Striper.
Visual Material
VA0001936780 / 2015-01-05The Striper.The Striper.Electronic file (eService)Foot Locker Corporate Services, Inc. Address: 112 West 34th Street, NewYork, NY, 10120, United States.1987
1988-01-31
United States
Foot Locker Corporate Services, Inc., employer for hire; Domicile: UnitedStates. Authorship: 2-D artwork.Amy Gaven, Kelley Drye & Warren, LLP, 101 Park Avenue, New York, NY,10178, (212) 808-7800, [email protected]
Foot Locker Corporate Services, Inc.
-^i previous next
Save, Print and Email (Help Page)
Select Download Format Fuii Record HIIIIIBlliiiillllll
Enter your email address: -1
Help Search History Titles Start Over
Contact Us I Request Copies I Get a Search Estimate I Frequently Asked Questions (FAQs) aboutCopyright I Copyright Office Home Page I Library of Congress Home Page
Wizant
Wvs.AISo
Pa-yrrBarvtQnrt ffficwrvc^
:1*&HB^ SXK&BS&5S ®S «3HHSft£ v;:jawrra««««rawfo*soSlK9fii®a*(;*h lasgmixaaaanfessm 10asseejsv5!swaje aest pEWEKsaS&ipes «S: j:;;
%*satS Sates a wasSc aflpraas* Id :;::
JSagsmert^*asaaacsteB oat dte«as* I:
Marian Ej^HWtJse
Vfczsrtf *crts w?3n a fl&Krse srefup or.
crs^anSEsSoFs,, 3*3rn $abalo^KfSSarH Kj raskral arts iocss
sse« f y |R Contact Ui n
ftj^roenti of All Tvircs
:SHaasSal psprasSs: cbhSU,!*!*^, aad .1'frepsMcotSs, BFT.'AeM, e*t*KS» :ij|pUk nd aeeoasSs leodKEtfe,:^ ;j-
VJasstss arasz at» dsser«aras«» ?sr sresfesswtsSswmses mm,as «*s::::t&a&zvm mttxm sesatw massl;:?;
:pa*rnrat»cep**owrasel
Our Clients€
'vszmi's JusteLie djB^NMc': i: »w 't^u L';* cm :! sea? v.^
i COX i^^^ai 4^
W*8kp Ji Mir•SB? »Uisr.:»ri>-. Humana
HiDMSQM
(BlfL^
M arkets We Serve Covernment S;Misfikipa\ > 53 rTsfsiitoruliporU >
K4if43lS2'fLA«1f.i4MSfilii. .
lfir»pirtaUir.
Ak B-ii Irs S Cor.itr-. tllin >
* E.iSfASi&C&f.SLirtef .
C'C'&^ii i Uf.f* r (i llfei >
Q»4 UBLfib-LOAiVVteliSjls: >
IriiffuiiWkSi
-». Li^3Llft'*'JL,,' FfOfriii
N=wipjpj»rssi'.fc!uhir(|i >
^j3 Nsn-MfifilOr^ar.eiUsni >
H3»jMUSii.M4ili3i
S^ HfdfsiSKrralAiistat'aru >
Contact*:ht;; insnda' Drfvr::nth "xpertToday!
tr.LifU^sfiVrrit
• « K4iL3Lf3f.Ui!i?:<f >
31 urn*
«• u«vls!sr<&
^ l:M'««lS;Ux%!ftg
|j^t Otters
C<MTiL3Cl U4
Retail Stores & Online Retail - Vizanl Technologies
•aVI7Payments Biog f # in 'ddritactUs
Vizant is a financial consulting and advisory firm with a specialty focus in the area of financial payments We work with organizations to maximize theefficiency of their payments environmentand to attain the lowest possible cost to accept all types of financial payments. We are unlike any otherprofessional services firm, as we operate with a 100% results based performance pricing model,
Who We Are What We Do What We Deliver What We Think Clients
©
^fflfe QllCMijti
Retail Stores & Online Retail
wp»«sscaiPis- ^^ Hurnoncim
Habitat Mga
la£ Retail Stores &Online Retail
1 Store Solutions
17th Street Photo
5th Ave Textbook
A & H Stores
A Plus Texas Discount Carpets
A&H Medical Supply
A&H Pharmaceutical Services
ABC Appliance
Acor Orthopaedic
Adams Fairacre Farms
Adoh Kiefer & Associates
Advantage Plus Medical Supplies
Agaci
Agri Co Op
Alibris
Altex Electronics
Alyce Designs Inc
AmeriMark Direct
Amoeba Music
Angel View Thrift Mart
Aqua Superstore Online Superstores
Armstrong Garden Center
Armstrong Garden Centers
Ashers Chocolates
AuburnARTcom
Augusta Cooperative Farm Bureau
Aztec Shops
Bachmans
Badcock Furniture West Palm Beach
Barewalls Interactive Art
Barleans Organic Oils
Barnes & Noble
iZone Group
Jared Lang
Jays Sporting Goods
JB Retail Stores
JDP Enterprises Ltd Co
Jeffers
Jelly Belly Retail Stores
Jeromes Furniture Warehouse
Jetson TV & Appliance Centers
Jordans Furniture Inc
Junonia
Just Me Apparel Inc
Justin Brands
K&L Wine Merchants
K2 Corporation
Kentec
Kids Foot Locker
Kiefer Swim Shops
King Par Corporation
Kinney Drugs Stores
KMA Sunbelt Trading Corporation
Kregel Parable Christian Stores
Kuhl Alfwear
La Porte Pharmacy
Lady Foot Locker
Lane Southern Orchards
LAT Sportswear
Laurie's Shoes
Leaps and Bounds
LeeBrant Jewelers
Leiham Corp
Leisure Arts
http://vizantcom/clients/all-clients/by-category/retail-stores-online-relail[7/31/2014 4:37:31 PM]
jojuv-v rayi*-.Jj^-.,...r..]i!.^
Retail Stores & Online Retail Vizanl Technologies
Barneys
Baseball Express
Bayway World of Liquors
Beachbody
Bealts
Bel Air Camera
Belnick
Berend Brothers
Bering Home Center
Better Body Fitness of Montana
Big Rock Sports
Bike Line
BikeBandit com
Blyth
Blythes Sport Shop Inc
Bobs Stores Corporation
Bodybuilding com
Bon Ton Department Stores
Boone Drugs
Bosselman
Boston Green Goods
BoutiqueFive
Bronners
Bulbscom
Burberry Limited US
BuyOnlineNow.com
Cal Ranch Stores
Calico Corner
Cam Audio
CAP Carpet
Carls Patio Acquisition LLC
Carlyle & Company Jewelers
Carmichaels CashWay Pharmacy
CarolWright Gifts com
Carpet Weavers
Cascio Music Company
Cassidys Hallmark Care Pharmacy
Chalet Nursery
Champ Sports
Chavis Furniture LLC
Chelsea & Scott
Chinaberry
Coastal Farm
Colfax Financial LLC
Columbia Beauty Supply
Comp U Plus
Cookieskids com
Cooper & Company
Copshoes com
http://vizantcoin/clients/all^:lients/by-calegory/retail-stores-online-retail[7/31/2014 4:37:31 PM]
Leo Ingwer
Lews Smoke Shop
LifeBytes
LifeWay Christian Resources
Livescribe
LJ Thalmann Company
Lord & Taylor
Luis Martinez Cigar Company
Lydias Professional Uniforms
Maine Potato Growers
Makit Products
Manzanita Bookstore
Marc Ecko Enterprises
Masin's Fine Furnishings & Interior Design
MC Sales LLC
McChord Express Supply
McGregors Furniture
Mell & Company
MFA
Miles Kimball Company
Millennium Shoes Inc
Mobile Systems Wireless
Mobley Furniture
Modern Display
Money Clamp
Money Mizer Pawn & Jewelers
Montana Silversmiths
Moosejaw Mountaineering & Backcountry
My Office Products
Nathan Company
National Vision
Newflower Market
Norman Group
North Fort Lewis Express Supply
Northern Tool & Equipment Company
Northwest River Supplies
Ocean State Jobbers Inc
Olympia Sports
One Step Ahead
Online Sports
Orrefors Kosta Boda
Orscheln Farm and Home
OSC Sports
Oshoes
Otterbein University
Overstockcom
Oxyfresh Worldwide
Pamida Stores Operating Company
Paoli Bike & Sport
Retail Stores & Online Retail - Vizant Technologies
Cord Camera
Cost Plus
Costume Supercenter of NJ
Country House
Countryside Cooperative
CPO Commerce
Cracker Barrel Convenience Stores
Customer One Co Op
CWDKidscom
D&BSupply Company
Dallas Gold & Silver Exchange
Delias
Design Toscano
Dexclusive.com
Diplomatic Duty Free Shops of New York Inc
Discount Drug Mart
Discount Tobacco Outlet
DL Zimco Inc
Docs Drugs
Dr Leonards Healthcare Corp
Dress For Success Houston TX
Drugstore com
Duane Reade
Duxiana
E Masin Furniture Company Inc
Eakes
Ebuys
eCommerce outdoors
Elkhart Co Op Equity Exchange
Ellie
European California Furniture
Events
Everfast
ExpressTools.com
Eye Mart Express
Fagen Pharmacy
Family Center
Family Christian Stores
Farm King
Farmers Co Operative of El Campo
Farmers Cooperative
Fertilizer Company of Arizona
Fey Industries
Flanners Home Entertainment
Fleet Feet Sports & Chicago Running
Fleet Wholesale Supply Company
Floor & Decor Outlets of America Inc
Foot Locker
Foot Locker Corporate Services Inc
http://vizantcom/clients/all-clients/by-category/retail-stores^)nline-retail[7/31/2014 4:37:31 PM]
PAPYRUS
Paul Fredrick Menstyle
Pendleton Woolen Mills
PennFishingStore.com
Perham Co Op Creamery
Peter Glenn Ski & Sports
PGA Tour Stop
Pike Nurseries Acquisition
Pink Crab
Pinkies
Pioneer Pool Products
Pitusa Tiendas por Departamentos
Point Loma Express Supply
Portland Nursery Company
Powells Books
PR Retail Stores
Premier Garage Systems
Prime Resources
Product Partners
Ranch & Home Supply
Raylon Corp
RC Wiliey Home Furnishings
Ready Reading Glasses
Red Cross Pharmacy
Riddles Group
Riddles Jewelry
Ridgeway Pharmacy
Right Source
Rivers Edge Products
Robb & Stucky Limited
Rocking P Incorporated
Rogers Jewelry
Ron Herman
Rorabecks Plants & Produce
Rosey Rentals
Royal Copenhagen
Rugs USA
Rulands Used Office Furniture
S&S Worldwide
Sally Beauty Company
Sam Flax Stores
San Diego State University Bookstore
San Francisco State University Bookstore
Schneidermans Furniture
Schuylkill Valley Sports
SDE Crystal Springs Books
Service Systems Associates Inc
Servmart Express Supply
Sheplers Inc.
Retail Stores & Online Retail - Vizant Technologies
Footaction
Fort Lewis Express Supply
Four Season General Merchandise
Franklin Feed & Pet
Fruit Company
Furniture Barn
Gardens Alive
Gear Running Store
General Store
George Jensen
GM Gold & Diamonds
Goods Store
Goodwill Akron OH
Goodwill Bakersfield CA
Goodwill Buffalo NY
Goodwill Columbus
Goodwill Easter Seals Miami Valley
Goodwill Flint
Goodwill Fredericksburg VA
Goodwill Hagerstown MD
Goodwill Harrisburg PA
Goodwill Industries of Central Indiana
Goodwill Industries of Central Virginia Inc
Goodwill Industries of Denver
Goodwill Industries of East Texas
Goodwill Industries of Fort Worth
Goodwill Industries of Lower South Carolina
Goodwill Industries of Northwest Ohio Inc
Goodwill Industries of San Joaquin Valley
Goodwill Industnes of Upstate Midlands SC
Goodwill Long Beach CA
Goodwill Maple Shade NJ
Goodwill San Jose CA
Goodwill Santa Cruz CA
Goodwill St Paul MN
Goodwill Youngstown OH
Govberg Jewelers
Gracious Home
Grange Co Op
Granite Furniture Company
Grass Pad
Greenway Cooperative
Hamilton Farm Bureau Cooperative
Hancock Fabrics
Hanna Andersson Corporation
Hardwater Clothing USA
Harmony Computers
Haynes Furniture Company
Heartland Country Co Op
http://vizant.eom/clients/all-clients/by-category/retail-stores-online-retaiip/31/20I4 4:37:31 PM]
Shoe Roads Productions
Shoe Sensation Inc
ShoppersChoice com
Shurman Fine Papers
Silpada Designs
SKECHERS USA
Skinnycorp LLC
SM Ruland Corporation
Smokin Joes
Sport Shack
Sports Center
Stacks and Stacks
Stampin Up
Standard TV and Appliance
Star Furniture
Stephen L La France Holdings SLLF
Steve Regan Company
Strategic Distribution LP
Strategic Partners
Swanson Health Products
T4D UK Ltd
Tackle Direct
Talbots Inc
Tanger Factory Outlets Centers
Tap Enterprises
Taylor Gifts Get Organized
TD Associates
TEquipment
Texas EZPAWN
Threadless
Thrifty Drug Stores
Time 4 Diamonds
TIS Muncie College Book Store
Tom James Company
Toolbarn com
Tourneau
TROSA Furniture & Frame
TROSA Tree Lots
Tweeter OPCO
Twister Group
Ulta Salon Cosmetics & Fragrance
Uncommon Goods
United Farmers Cooperative
University Book & Supply
University Book Store
University of Connecticut Co-op Bookstore
Upper Deck
Vanity Shop of Grand Forks
Vantage Apparel
Retail Stores & Online Retail- Vizant Technologies
Helzbergs Diamond Shops
Herb Philipsons
Hibbett Sporting Goods
Holts Cigar Holdings
Home & Garden Party
Home Town Pharmacy
Hudson Trail Outfitters
Hudsons Bay Company
Hudsons Furniture
Ibex Outdoor Clothing
IDC Savannah LLC
Inside Store
International Diamond Center
International Shoppes LLC
Internet Fitness com
Island Beach Gear
Vision Care Holdings
Vitamin Shoppe Industries
Walsh Bros
Wayland Baptist UniversityStore
Week
Weirs Furniture Village
Wheel & Sprocket
White Flower Farm
Wilkerson & Associates
Wilmington Country Store
WineLoft
Winston Brands Inc
Wisconsin River Co op Services
Wittwer
Yale Appliance and Lighting Inc
Yankee Candle Company
Contact the Financial Payments Expert Today! t0OrttaCtiJS .:' •
http://vizanl.corn/clients/all-clients/by-category/retail-stores-online-retail[7/31/2014 4:37:31 PM]
^kVlzantVizant - The Financial Payments Expert
INVOICE
Client
Cost Reduction$ 1,282,079.20 DurbinAnalysis - Qualification Errors IdentifiedInOct 2013 Report 35%$ 1,151,425.34 Durbin Analysis- Qualification Errors for Jul 2013 - Mar 2014 35%
Name Foot Locker Corporate Services, Inc. Invoice No. FLCS-REF2
Address 3S43 Simpson Ferry Rd Date 5/9/2014
CityAttention
Camp Hill, PA17011Mr. Tate Fenner
Description Rate
Professional
Services Fee
448,727.72
402,998.87
TOTAL DUE $ 851,726.59
Payment Terms Payment due on receipt of invoice.Unpaid balances willaccrue interest per agreement terms.
Remit To P.O. Box 1841
Blue Bell, PA 19422
With the ever increasing cost of financial payment acceptance, many organizations are Implementing strategies to recoup and recovertheir cost of acceptance.
Vizant has Implemented strategies to recoup acceptance costs for many of its existing clients including Fortune 100 companies, small
localand regional businesses, online retailers, universities, physician practices, medicaldevice companies, nan-profit institutions,andtravel and entertainment companies. Vizant would like to present your organization with customized solutions specific to your industry
and marketplace while maintaining compliance with regulations and alignmentwith organizational profitgoals.. For more Information goto http^/vlzantcom/payment-blog/
Pennsylvania S lO.'iSB.XOOi
Vizant - The Financial Payments Expert
Washington 509.755.0621 nlarir 41fi.S<!4,l bf.ti
Invo
ice
Cos
tR
edu
ctio
nR
econ
cili
atio
ns
Date
Ran
=e
Co
stR
ed
ucti
on
Deta
ilD
ebit
Qua
lific
atio
nEr
rors
PAVD
-Par
tialR
efun
dD
ebit
Q»
IZ-0
1-0
1.
«H
3-0
frm
To
tal
Da
taF
t«Y
TO
eaaJ
MCa
Uun
erro
rsiif
enttf
ted
inW
iU30
i3tn
eon
vo
trn
xo
$m
ux
am
s
Mf3
3
Sept
arfa
W-1
3O
cteh
w-1
3N
ovet
r*«f
:u"p
eoea
ib«-
ii'
20
13
Qu
ali
8a
ttii
mE
rro
fi
_Jttw
wir
y.M
_
Mg
th-1
4
20M
Qit
»8tk
aTtk
>i>
ttro
ra
Tot
altf
raft
fkat
ton
Err
ors
for
Jul2
013
-M
arch
2014
1.7Q
IM1M
Tota
ltar
fuct
lonU
aaP
AV
P$
ssj«
mi
,
S7
.Ua
.t3
stj
tam
»&«*
»?«
ssjm
ss
13
2.i
WS
.aS
;
12
AS
3M
1
X&
VW
M
uali
ticati
on
Err
ors
Les
sP
AV
D
JJ
MiJ
tmjO
1JU
8JB
$9£B
.
Wza
ntT
ed
iix*
)*^
Con
fide
ntia
l-5/
9/20
14
K&L GATES
K&L GATES LLP
618 WEST RIVERSIDEAVENUE
SUITE 300
SPOKANE, WA 99201-5102
T +1 509 624 2100 F +1 509 456 0146 klgates.com
BY FIRST CLASS MAIL and EMAILSUBJECT TO FRE 408-ALL RIGHTS RESERVED
Edward T. Kang J' Michael KeyesKang Haggerty &Fetbroyt LLC [email protected] S. Broad Street, Suite 1220 T +1 509 241 1527Philadelphia, PA 19109 F +1 509 444 [email protected]
July 31,2014
Re:Foot Locker Corporate Services, Inc.Amount Due Vizant Technologies, LLCYour Letter dated July 22, 2014
Dear Mr. Kang:
We are litigation counsel to Foot Locker Corporate Services, Inc. ("Foot Locker"). Weare in receipt of your letter dated July 22, 2014, sent on behalf of Vizant Technologies, LLC("Vizant"). Your client's demand for $944,456.40 has no basis in reality and showcases afundamental misunderstanding of the Consulting Agreement entered into by the parties onMay 31, 2013 ("Agreement"). Foot Locker has attempted in good faith to resolve its differenceswith Vizant only to be subjected to concocted claims for consulting fees, unprofessional behaviorby the Vizant Management Team, and willful breaches of the Agreement. Your letter of July 22is simply the last straw. Accordingly, pursuant to Section 8 of the Agreement, Foot Lockerhereby terminates the Agreement, effective immediately. Further, pursuant to Section 7 of theMutual Confidentiality Agreement dated May 31, 2013 ("Confidentiality Agreement") andattached as Exhibit A to the Agreement, please promptly return all documents reflectingConfidential Information, and all electronic or hard copies of such Confidential Information.
Finally, Vizant has intentionally and wilfully breached the Agreement and is engaging inunfair competition and trademark infringement in violation of Sections 32 and 43(a) of theFederal Lanham Act, 15 U.S.C. §§ 1114, 1125(a). We hereby demand that Vizant immediatelyremove from vizant.com and any other marketing collateral all references to Foot Locker®, FootLocker Corporate Services, Inc. or the Foot Locker stylized logo, all of which Vizant wasexpressly prohibited from using under Section 9 of the Agreement in the first instance. If we donot receive written confirmation by August 4, 2014 at 5:00 p.m. (EDT), that you have removedFoot Locker®, Foot Locker Corporate Services, Inc. and the Foot Locker logo from vizant.comand all associated marketing material, we will be left with no choice other than to pursue all legaland equitable relief to which Foot Locker is entitled.
As for the claims set forth in your letter, we address each in turn.
klgates.com
K&L GATES v u Hld^T^TrKang Haggerty & Fetbroyt LLCPage 2
July 31, 2014
The "PAVD" Claim for S92.729.81
Vizant is not owed $92,729.81 as you assert in your letter. The purported "costreductions" (upon which this fee is allegedly based) are not "directly attributable to PES'sConsulting Services" as required under the Agreement. See Section 1(h). As Vizant well knows,in July 2013, Elavon migrated its PIN debit processing from Elan to Interlink. As a result of thatmigration, the new processing system was calibrated so that Foot Locker was charged at thelower rate beginning in July 2013 and on a going forward basis thereafter. Vizant notified FootLocker that there had been a $420,601.80 overcharge to Foot Locker, and was paid its 35%consulting fee on April 15, 2014, after the refund was paid to Foot Locker by Elavon. BecauseElavon had already corrected its internal error prior to Vizant's review, though, Foot Locker isnot obligated to pay any further consulting fees related to this issue. For your consideration, weattach as Exhibit A an email dated May 6, 2014, from Mr. Larry Hock, VP of Global AccountManagement at Elavon. As Mr. Hock states, the issue with the PAVD overcharges was"automatically corrected" when Elavon migrated from Elan to Interlink. We trust that thisexplanation and email from Mr. Hock clarifies any misunderstanding on your client's part. Weconsider this issue fully and finally resolved.
The "Unpaid Refunds" Claim for $851.726.59
Your client's May 9, 2014 Invoice No. FLCS-REF2 for consulting fees in the amount of$851,726.59 is specious. In fact, after your client sent this invoice, Mr. Bizzaro admitted in afollow-up telephone conversation that it was sent to Foot Locker "just to get its attention."Further, Ms. Angie Grunte stated in her email of June 5, 2014 that "Vizant will issue a creditmemo for Invoice #FLCS-REF2 in the amount of $851,726.59" and that "Vizant will invoiceFoot Locker once it is identified that Foot Locker has benefited from any rebates or refundsstemming from the debit card qualifications discrepancies" (emphasis ours). We attach asExhibitB Ms. Grunte's email, which you must not have reviewed in light of the allegations inyour letter of July 22. By your client's express admissions, Invoice No. FLCS-REF2 ismeaningless and carries no legal significance whatsoever.
Regardless of your client's admissions, the Invoice is also invalid in light of the expressterms of the Agreement. Section l(i) of the Agreement provides that "invoicing shall commencewhen PES determines that some portion of its cost reduction recommendations have beenimplemented on behalf of the Client and resulted in actual cost reduction." Section l(i)(emphasis supplied). The Agreement further provides that "Client shall pay PES a ConsultingFee for any Payment Processing Cost Reductions in PES's Cost Reduction Program that areimplemented and actually realized by Client during the Term of this Agreement" Agreement,Section 5 (emphasis supplied). These provisions make it unambiguously clear that Vizant is notowed any Consulting Fee until Foot Locker actually receives an economic benefit in the form ofeither a refund or credit. The results of Vizant's "Durbin Analysis" has not been implemented,and Foot Locker certainly has not realized any cost reductions or received any refunds from Visa,MasterCard, or Elavon.
K&L GATES F H *™J^Kang Haggerty & Fetbroyt LLCPage 3
July 31, 2014
Instead, here is what occurred to date with respect to this issue: On October 31, 2013,Vizant presented Foot Locker with the so-called "Durbin Analysis" indicating that there werepossible overcharges totaling $1.6 million regarding regulated vs. non-regulated BIN ranges fordebit card processing (approximately $420,000 of those possible overcharges related to thePAVD issue discussed above). Due to the size of the data set, Vizant, Elavon, and Foot Lockerall agreed that the data for one month-June 2013--would be examined by Elavon. After Elavon'sreview, it validated the BIN Tables received from Visa and MasterCard and determined that therewere no overcharges to Foot Locker. There is no obligation for Foot Locker to do any furtherinvestigation or due diligence with respect to this issue. We also consider this issue fully andfinally resolved.
The Alleged "Failure" To provide Payment Processing Cost Information
Contrary to the allegations in your letter, Foot Locker provided all of the informationrequired of it under the Agreement. Due to American Express and Discover making up a tinyfraction of Foot Locker's total credit and debit card purchases (approximately 6% total), theparties agreed that this data set would be sent to Vizant after Vizant completed its review of theVisa, Mastercard anddebitcard charges. Given thatFoot Locker has nowterminated the contractwith Vizant, no such data will be provided.
As for your client's demand that it be given information regarding the Visa incentiveprogram, Foot Locker was not in a position to disclose information related to that program. AsFoot Locker previously explained, the documents provided to Foot Locker by Visa weredesignated "confidential" and were provided to Foot Locker on the condition that the informationwould not be shared with third parties. After inquiring whether Visa would allow Foot Locker toshare these incentive materials with Vizant, Foot Locker was informed that Visa would not waivethe confidentiality designations with respect to those documents. Vizant's continued demands(including another improper one in your July 22 letter) are simply attempts to have Foot Lockerbreach its agreement with Visa. As previously informed, Foot Locker was not~and is not-willing to breach that confidence.
Vizant's Breach of the Agreement and Confidentiality Agreement
It is Vizant~not Foot Locker-that has breached the Agreement and ConfidentialityAgreement. The Agreement prohibits Vizant from using "Client's logos, trademark, oridentity inany manner including without limitation, inPES's Sales Presentation and Client's name in PES'sregular listing of clients." Agreement, Section 9. This provision was specifically negotiated byFoot Locker and was an important, material part of the Agreement. Further, the Agreementincorporates the Confidentiality Agreement. See Agreement, Section 7. The ConfidentialityAgreement provides that "neither Party shall disclose to any third party either the fact of theConsulting Agreement between the Parties or any of the terms, conditions or facts with respectthereto without the prior written consent of the other party." Regrettably, Vizant has violatedthese provisions. The Foot Locker stylized logo is prominently displayed on your client's homepage, vizant.com. Foot Locker is also mentioned as a client elsewhere on your site. Enclosed as
K&L GATES v H 'fvtT^TrKang Haggerty & Fetbroyt LLCPage 4
July 31,2014
Exhibit C are printouts from vizant.com where Foot Locker is referenced in violation of theAgreements. Foot Locker is entitled to injunctive relief for these breaches. See ConsultingAgreement, Section 4.
The unauthorized use of the name Foot Locker Corporate Services, Inc., the FootLocker® word trademark, and the Foot Locker stylized logo also constitutes unfair competitionand trademark infringement under the Lanham Act, 15 U.S.C. 1051 et seq. We hereby demandthat your client immediately cease and desist from any further use of the name Foot LockerCorporate Services, Inc., the federally-registered trademark Foot Locker® as depicted in U.S.Trademark Registration No.3,810,824, and the stylized version of the Foot Locker logo asdepicted in U.S. Trademark Registration Nos. 85,832,195, 85,800,132, and 85,452,377. Allreferences to Foot Locker Corporate Services, Inc., Foot Locker®, the stylized Foot Locker logo,and any other trademarks or logos of Foot Locker must be immediately removed from anywebsite and marketing collateral by no later than August 4. 2014, with written confirmation ofyour client's compliance received by Foot Locker by that date as well.
Conclusion
In sum, Foot Locker has no intention of paying your client fees for services neverprovided and for refunds and credits never realized by Foot Locker. Foot Locker has no interestin continuing to do business with Vizant, which has proven to be unprofessional, andintentionally engaging in wilful breaches of the parties' Agreements. The Consulting Agreementand Mutual Confidentiality Agreements are hereby terminated, effective immediately. We lookforward to receiving confirmation that Vizant has removed all references to Foot Locker and theFoot Locker stylized logo from vizant.com and any other medium.
In sending this letter, Foot Locker expressly reserves all rights and does not waive anyclaims or defenses it may otherwise assert against Vizant.
Very tru
JMK/nkt
Enclosures
cc: Client
EXHIBIT A
From: "Hock, Larry" <[email protected]>To: "Thompson, Linda" <[email protected]>, "Fenner, Tate"
Date: 05/06/2014 05:10 PMSubject:PADDclarification
Tate,
Per our conversation just wanted to clarify. Elavon did not make programming changes to correct theissue we discovered during the Vizant review. The issue was automatically corrected when we migratedInterlink pin debit processing from Elan to Interlink direct. Elavon did not realize there was an issue atthe time, but once the error was uncovered we confirmed it was corrected with the migration. Thecorrection took place during July of 2013 before the Vizant review ever began.
I hope this helps clarify the issue and the correction.
Please let me know if you would like to discuss.
Regards,
Larry Hock
VP - Global Account Management
Elavon
(513) 254-7363
The information contained in this e-mail and in any attachments is intended only for the person or entityto which it is addressed and may contain confidential and/or privileged material. Any review,retransmission, dissemination or other use of, or taking of any action in reliance upon, this informationby persons or entities other than the intended recipient is prohibited. This message has been scannedfor known computer viruses.
The information in this e-mail, and any attachment therein, is confidential and for use by the addresseeonly. Ifyou are not the intended recipient, please return the e-mail to the sender and delete it fromyour computer.
Although the Company attempts to sweep e-mail and attachments for viruses, it does not guaranteethat either are virus-free and accepts no liability
for any damage sustained as a result of viruses.
EXHIBIT B
From: Angie Grunte <[email protected]>To: "[email protected]" <[email protected]>,
"[email protected]" <[email protected]>,Cc: Joseph Bizzarro <[email protected]>, Kimberly Dallin
Date: 06/05/2014 06:50 PMSubject:Vizant& Foot Locker: Next Steps
Tate and Ann Marie,
Thank you again for your time this morning. Joe, Kim and Iappreciated you sharing your concerns andfelt the conversation was productive. We are committed to our partnership with Foot Locker and lookforward to continuing with ourefforts onyour behalf. In orderto proceed, we have prepared anamendment to the existing agreement which will serve to clearly establish the expectations for bothVizant and Foot Locker as we continue addressing the cost reduction and cost recovery opportunitiesidentified for your organization.
Specifically, this amendment incorporates the following topics from this morning's discussion: fI
Vizant will issue a credit memofor Invoice #FLCS-REF2 in |the amount of$851,726.59 I
o Vizant will invoice Foot Locker once it is identified that |Foot Locker has benefited from any rebates or refunds stemming Ifrom the debit card qualifications discrepancies f
The Billing Term will beextended foranadditional 12 |months enabling Vizant and Foot Locker towork together toimplement |therecommended strategies and solutions outlined in Vizant's |Financial Payments Analysis and Recommendations Report and Durbin |Analysis &Qualification Project Report I
In exchange, FootLocker will agree to pay all outstanding {PAVD invoices and continueto compensate Vizant for all PAVD related {cost reductions realized during the Billing Term |
Foot Locker will also provideVizant with the financial and fkey business terms of all of its payment acceptance related Iagreements as well as documentation relating to anyfinancial fincentives Foot Locker has received or will receive from its partners |(Visa, MasterCard, American Express, Discover, Elavon or any of their jsuccessors) j
Foot Locker agrees toenable and support Vizant's efforts jby permitting Vizant to engage directly with its partners, Visa, (MasterCard, Discover, American Express and Elavon, as we address the jCard Brand and Debit Qualificaiton iniatitives I
I
Using this as ourfoundation, we are confident that together Vizant and Foot Locker will move quickly to jcapture the available opportunities and generate substantial value for both organizations. Please review Sthe enclosed amendment and do not hesitate to contact me with questions. Joe, Kim and Ilook forward jto discussing the amendment and nextsteps in this process with your Tuesday, June10that 3 pm EST. i
Best regards,
Angie Grunte
Senior Vice President
Vizant Technologies | www.vizant.comMobile | 509.954.6432agru [email protected]
The information contained in this email is proprietary in nature. It is the product of intellectual propertyowned by Vizant Technologies LLC.Pursuant to our Professional Services Agreement, if the strategies and solutions set forth herein resultin cost reductions, cost eliminations or cost recapturing realized by Client, no matter whether Vizant orClienteffected said reduction, elimination or recapturing, then Vizantwill invoice in accordance withsaid Agreement.(See attached file:FootLocker_Amendment_060514.doc)
The information in this e-mail, and any attachment therein, is confidential and for use by the addresseeonly. Ifyou are not the intended recipient, please return the e-mail to the sender and delete it fromyour computer.
Although the Companyattempts to sweep e-mail and attachments for viruses, it does not guaranteethat either are virus-free and accepts no liability
for any damage sustained as a result of viruses.
EXHIBIT C
•Avizanii w m •§•! i ipi i ••,•!
•;< "-t "«c «'<rr^ -c -jsv "c '.c" "•.* ~*'.JCGi > «_'. ^ -litis 'i'til -Ur '!' vAtw ".J ":^SJ!"K ov, 'j
'X'G'iWZ.M •£ '.V7 W'Z Dr,
Our Clients
"•CV •£ Mr H
'•; WfcDe ,1 vvtt Wc"
Cafnfjffritoisirre Review
:\^e3eS Sokes a tefitaSfc: oppboclh lb &:£j:!|:pafMo^v*^:^CE® "AHTTfi8Eoa-|:-:
-€S£89ffi- wBflfflBffiirlffll fcf^i^Wr^TTr^T HSMaBJWHJIffffrl-
Ytzsrt wcrts w&ft a rBjera^ qtcg^] cffrrrpv&r^a-giK green rj&DtoaS
corporSSora &3re^tanaa and ftxa£sfiBErSKS, ranting arxn i£5fci to $108
Foot toclwr
Payments of AS T^jic
VSrasfci e^paSKe f&Stea@l SjpeK off --';;.
prpAS confer, ST. ACH e-<Seefc» .:
Results Ofcced Services
KiDISOH SDIS
^LabCorp J^ |i|r Humana
cute /dim
Markets We Serve\'<lz X-tZC C.V*iC"«»* . '* • t. ^ *£
•£A7KCi.Tl..«'li "S 'S^n •C~i-.0
AA.U-MiLsvsi*
inrijc-fUUf,
S K_»r4ss il\Xa. >ir»f
^fe l'L=rraL«<-3 >
-| Uji' llS.'J'iri
it Mir-.faiUfsrii
Contact the- rinancial Payments Lxpert ioday!
Locations Site Map
§3 rTofsssbfvi ISports >
t'ilifD r-.i*=rt
tJt" M=iU.fj'.liil:c-
•jg I=ihr.:-::-;v i«ti. p^ •-1 >
^ Iravels Lading >
^ Olhcf'r >
I4fev!ibftfi<lSsmftii;f>fc3lbn5.
•ij KiiLS.rj'LsilCC': >
l<aL3::ilirsi4.0r;:'i
Cw^UcLUi •
Retail Stores & Online Retail - Vizant Technologies
^kVl7Payments Blog f # in Contact Us
Vizant is a financial consulting and advisory firm with a specialty focus in the area of financial payments. We work with organizations to maximize theefficiency of their payments environment and to attain the lowest possible cost to accept all types of financial payments. We are unlike any otherprofessional services firm, as we operate with a 100% results based performance pricing model.
Who We Are What We Do
tNTf«f»l<iFS
What We Deliver What We Think Clients
Humana
f J^SBto^WOWvMJ^AW&feJ,!
H Retail Stores &Online Retail
1 Store Solutions
17th Street Photo
5 th Ave Textbook
ASH Stores
A Plus Texas Discount Carpets
A&H Medical Supply
A&H Pharmaceutical Services
ABC Appliance
Acor Orthopaedic
Adams Fairacre Farms
Adoh Kiefer & Associates
Advantage Plus Medical Supplies
Agaci
Agri Co Op
Alibris
Altex Electronics
Alyce Designs Inc
AmeriMark Direct
Amoeba Music
Angel View Thrift Mart
Aqua Superstore Online Superstores
Armstrong Garden Center
Armstrong Garden Centers
Ashers Chocolates
AuburnARTcom
Augusta Cooperative Farm Bureau
Aztec Shops
Bachmans
Badcock Furniture West Palm Beach
Barewalls Interactive Art
Barleans Organic Oils
Barnes & Noble
iZone Group
Jared Lang
Jays Sporting Goods
JB Retail Stores
JDP Enterprises Ltd Co
Jeffers
Jelly Belly Retail Stores
Jeromes Furniture Warehouse
Jetson TV & Appliance Centers
Jordans Furniture Inc
Junonia
Just Me Apparel Inc
Justin Brands
K&L Wine Merchants
K2 Corporation
Kentec
Kids Foot Locker
Kiefer Swim Shops
King Par Corporation
Kinney Drugs Stores
KMA Sunbelt Trading Corporation
Kregel Parable Christian Stores
Kuhl Alfwear
La Porte Pharmacy
Lady Foot Locker
Lane Southern Orchards
LAT Sportswear
Laurie's Shoes
Leaps and Bounds
LeeBrant Jewelers
Leiham Corp
Leisure Arts
littp://vizantcom/clients/all-clients/by-category/retail-stores-online-relail[7/31/2014 4:37:31 PM]
A-aiw ray
- a
Retail Stores & Online Retail Vizanl Technologies
Barneys
Baseball Express
Bayway World of Liquors
Beachbody
Bealls
Bel Air Camera
Belnick
Berend Brothers
Bering Home Center
Better Body Fitness of Montana
Big Rock Sports
Bike Line
BikeBandit.com
Blyth
Blythes Sport Shop Inc
Bobs Stores Corporation
Bodybuilding com
Bon Ton Department Stores
Boone Drugs
Bosselman
Boston Green Goods
BoutiqueFive
Bronners
Bulbscom
Burberry Limited US
BuyOnlineNow.com
Cal Ranch Stores
Calico Corner
Cam Audio
CAP Carpet
Carls Patio Acquisition LLC
Carlyle & Company Jewelers
Carmichaels CashWay Pharmacy
CarolWright Gifts com
Carpet Weavers
Cascio Music Company
Cassidys Hallmark Care Pharmacy
Chalet Nursery
Champ Sports
Chavis Furniture LLC
Chelsea & Scott
China berry
Coastal Farm
Colfax Financial LLC
Columbia Beauty Supply
Comp U Plus
Cookieskids com
Cooper & Company
Copshoescom
http://vizantcom/clients/all-clients/by-category/retail-stores-online-retail[7/31/2014 4:37:3t PM]
Leo Ingwer
Lews Smoke Shop
LifeBytes
LifeWay Christian Resources
Livescribe
LJ Thalmann Company
Lord & Taylor
Luis Martinez Cigar Company
Lydias Professional Uniforms
Maine Potato Growers
Makit Products
Manzanita Bookstore
Marc Ecko Enterprises
Masin's Fine Furnishings & Interior Design
MC Sales LLC
McChord Express Supply
McGregors Furniture
Mell & Company
MFA
Miles Kimball Company
Millennium Shoes Inc
Mobile Systems Wireless
Mobley Furniture
Modern Display
Money Clamp
Money Mizer Pawn & Jewelers
Montana Silversmiths
Moosejaw Mountaineering & Backcountry
My Office Products
Nathan Company
National Vision
Newflower Market
Norman Group
North Fort Lewis Express Supply
Northern Tool & Equipment Company
Northwest River Supplies
Ocean State Jobbers Inc
Olympia Sports
One Step Ahead
Online Sports
Orrefors Kosta Boda
Orscheln Farm and Home
OSC Sports
Oshoes
Otterbein University
Overstock com
Oxyfresh Worldwide
Pamida Stores Operating Company
Paoli Bike & Sport
RetailStores & Online Retail - Vizant Technologies
Cord Camera
Cost Plus
Costume Supercenter of NJ
Country House
Countryside Cooperative
CPO Commerce
Cracker Barrel Convenience Stores
Customer One Co Op
CWDKidscom
D&B Supply Company
Dallas Gold & Silver Exchange
Delias
Design Toscano
Dexclusive. com
Diplomatic Duty Free Shops of New York Inc
Discount Drug Mart
Discount Tobacco Outlet
DL Zimco Inc
Docs Drugs
Dr Leonards Healthcare Corp
Dress For Success Houston TX
Drugstore com
Duane Reade
Duxiana
E Masin Furniture Company Inc
Eakes
Ebuys
eCommerce outdoors
Elkhart Co Op Equity Exchange
Ellie
European California Furniture
Events
Everfast
ExpressTools com
Eye Mart Express
Fagen Pharmacy
Family Center
Family Christian Stores
Farm King
Farmers Co Operative of El Campo
Farmers Cooperative
Fertilizer Company of Arizona
Fey Industries
Flanners Home Entertainment
Fleet Feet Sports & Chicago Running
Fleet Wholesale Supply Company
Floor & Decor Outlets of America Inc
Foot Locker
Foot Locker Corporate Services Inc
http://vizantcom/clients/all-clients/by-category/retail-stores-online-retail[7/31/2014 4:37:31 PM]
PAPYRUS
Paul Fredrick Menstyle
Pendleton Woolen Mills
PennFishingStore.com
Perham Co Op Creamery
Peter Glenn Ski & Sports
PGA Tour Stop
Pike Nurseries Acquisition
Pink Crab
Pinkies
Pioneer Pool Products
Pitusa Tiendas por Departamentos
Point Loma Express Supply
Portland Nursery Company
Powells Books
PR Retail Stores
Premier Garage Systems
Prime Resources
Product Partners
Ranch & Home Supply
Raylon Corp
RC WilleyHome Furnishings
Ready Reading Glasses
Red Cross Pharmacy
Riddles Group
Riddles Jewelry
Ridgeway Pharmacy
Right Source
Rivers Edge Products
Robb & Stucky Limited
Rocking P Incorporated
Rogers Jewelry
Ron Herman
Rorabecks Plants & Produce
Rosey Rentals
Royal Copenhagen
Rugs USA
Rulands Used Office Furniture
S&S Worldwide
Sally Beauty Company
Sam Flax Stores
San Diego State University Bookstore
San Francisco State University Bookstore
Schneidermans Furniture
Schuylkill Valley Sports
SDE Crystal Springs Books
Service Systems Associates Inc
Servmart Express Supply
Sheplers Inc.
Retail Stores & Online Retail - Vizant Technologies
Footaction
Fort Lewis Express Supply
Four Season General Merchandise
Franklin Feed & Pet
Fruit Company
Furniture Barn
Gardens Alive
Gear Running Store
General Store
George Jensen
GM Gold & Diamonds
Goods Store
Goodwill Akron OH
Goodwill Bakersfield CA
Goodwill Buffalo NY
Goodwill Columbus
Goodwill Easter Seals Miami Valley
Goodwill Flint
Goodwill Fredericksburg VA
Goodwill Hagerstown MD
Goodwill Harrisburg PA
Goodwill Industries of Central Indiana
Goodwill Industries of Central Virginia Inc
Goodwill Industries of Denver
Goodwill Industries of East Texas
Goodwill Industries of Fort Worth
Goodwill Industries of Lower South Carolina
Goodwill Industries of Northwest Ohio Inc
Goodwill Industries of San Joaquin Valley
Goodwill Industries of Upstate Midlands SC
Goodwill Long Beach CA
Goodwill Maple Shade NJ
Goodwill San Jose CA
Goodwill Santa Cruz CA
Goodwill St Paul MN
Goodwill Youngstown OH
Govberg Jewelers
Gracious Home
Grange Co Op
Granite Furniture Company
Grass Pad
Greenway Cooperative
Hamilton Farm Bureau Cooperative
Hancock Fabrics
Hanna Andersson Corporation
Hardwater Clothing USA
Harmony Computers
Haynes Furniture Company
Heartland Country Co Op
http://vizant.com/clients/all-clients/by-category/retail-stores-online-retail[7/31/20l 4 4:37:31 PM]
Shoe Roads Productions
Shoe Sensation Inc
ShoppersChoice com
Shurman Fine Papers
Silpada Designs
SKECHERS USA
Skinnycorp LLC
SM Ruland Corporation
Smokin Joes
Sport Shack
Sports Center
Stacks and Stacks
Stampin Up
Standard TV and Appliance
Star Furniture
Stephen L La France Holdings SLLF
Steve Regan Company
Strategic Distribution LP
Strategic Partners
Swanson Health Products
T4D UK Ltd
Tackle Direct
Talbots Inc
Tanger Factory Outlets Centers
Tap Enterprises
Taylor Gifts Get Organized
TD Associates
TEquipment
Texas EZPAWN
Threadless
Thrifty Drug Stores
Time 4 Diamonds
TIS Muncie College Book Store
Tom James Company
Toolbarncom
Tourneau
TROSA Furniture & Frame
TROSA Tree Lots
Tweeter OPCO
Twister Group
Ulta Salon Cosmetics & Fragrance
Uncommon Goods
United Farmers Cooperative
University Book & Supply
University Book Store
University of Connecticut Co-op Bookstore
Upper Deck
Vanity Shop of Grand Forks
Vantage Apparel
Retail Stores & Online Retail - Vizant Technologies
Helzbergs Diamond Shops
Herb Philipsons
Hibbett Sporting Goods
Holts Cigar Holdings
Home & Garden Party
Home Town Pharmacy
Hudson Trail Outfitters
Hudsons Bay Company
Hudsons Furniture
Ibex Outdoor Clothing
IDC Savannah LLC
Inside Store
International Diamond Center
International Shoppes LLC
Internet Fitness com
Island Beach Gear
Vision Care Holdings
Vitamin Shoppe Industries
Walsh Bros
Wayland Baptist University Store
Week
Weirs Furniture Village
Wheel & Sprocket
White Flower Farm
Wilkerson & Associates
Wilmington Country Store
WineLoft
Winston Brands Inc
Wisconsin River Co op Services
Wittwer
Yale Appliance and Lighting Inc
Yankee Candle Company
Contact the Financial Payments Expert Today! ?06iitacrus:
liltp://vizantcom/clients/all-clients/by-category/retail-stores-online-retail[7/31/2014 4:37:31 PM]
Retail Stores & Online Retail - Vizant Technologies
Locations
Brandywine
5 Chnstv Dn
P: 610.358.1003
F: 866.526.5001
120 Adelaide St West
Suite 2500
Toronto ON M5H 1T1
P: 416.644.1566
F: 866.438.7813
Spokane WA
P: 509.755.0621
F: 866.464.4869
Lonaon. SE1 ?RI~
Umtea Kingdom
P: 0203.283.4412
htlp://vizant.com/clients/all-clients/by-category/retail-stores-online-retail[7/31/2014 4:37:31 PM]
^VizantVizant- The Financial Payments Expert
INVOICE
Foot Locker
Cost Reduction
Name Foot LockerCorporate Services, Inc. Invoice No. FLCS: 9 -12
Address 3543 Simpson Ferry Rd Date 8/31/2014City Camp Hill, PA17011Attention Tate Fenner
DescriptionS 127,841.98 PAVD Qualification Errors far Apr -Jul 2014S 511,744.59 Durbin Analysis-Qualification Errors forApr-Jul 2014S 453,788.40 Card Network Interchange Incentives forApr -Jul 2014S 346,236.00 Visa FANFIncentivesforApr-Jul 2014
Rate
Professional
Sendees Fee
35% $ 44,744.693596 $ 179,110.61
3594 $ 158,825.943596 $ 121,182.60
TOTAL DUE $ 503,863.85
Payment Terms Paymentdue on receiptofinvoice.Unpaid balanceswill accrue interest per agreement terms.
RemitTo 5 Christy Drive, Suite 202BrandywIneTwoChadds Ford, PA 19317
With theever increasing costoffinancial payment acceptance, many organizations areimplementing strategies to recoup andrecover their cost of acceptance.
Vizant has implemented strategies to recoup acceptance costs formany ofits existing clients including Fortune 100 companies,small local and regional businesses, online retailers, universities, physician practices, medical device companies, non-profit
institutions, andtraveland entertainment companies. Vizant would like to presentyour organization with customized solutionsspecific toyour industry andmarketplace while maintaining compliance with regulations andalignment with organizational
profit goals.For more Information go tohttp://vlzant.com/payment-blog/
Pennsylvania 610.333.1003
Vizant - The FinancialPayments Expert
Washington 509.755.0621 Ontario 416,644.1566