Case: 8:09-cv-00131-JFB-FG3 Document #: 11-3 Date Filed: 04/30/2009 Page 1 of 4

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF NEBRASKA

SHOEMONEY MEDIA GROUP, INC., ) CASE NO. 09-cv-00131

Plaintiff, ) )

vs. )
KEYEN FARLL and JOHN J. FARLL, )
)

)
AFFIDAVIT OF
JOHN J. FARLL

Defendants. ))

STATE OF CONNCTICUT )
)ss.
COUNTY OF NEW HAVEN )

COMES NOW THE AFFIAT, John J. Farrell, who, under oath, deposes and states as

follows:

1. I am over the age of twenty-one (21) and competent to testify to the facts herein.

2. I have personallaowledge ofthe facts set forth within this Affidavit.

3. I am named as a Defendant in the above-captioned matter. This Affdavit is

submitted in connection with Defendants' Motion to Dismiss the Complaint filed on this day.

4. I am a resident of the State of Connecticut.

5. I have never been a resident ofthe State of Nebraska.

6. I have never visited the State of Nebraska.

7. I do not curently, nor have I ever, owned any real property located in the State of

Nebraska.

8. I do not curently, nor have I ever, owned a business that was incorporated under the

laws of Nebraska.
Case: 8:09-cv-00131-JFB-FG3 Document #: 11-3 Date Filed: 04/30/2009 Page 2 of 4

9. I do not maintain an office, employees, contractors, offcers, directors, agents, or

volunteers in Nebraska.

10. When internet users enter search terms in ww.google.com. Google's search engie

displays advertisements of varous entities that may be of interest to the internet user. In

conjunction with this, Google sells contextual advertising through a program called "AdW ords."

"AdW ords" allows advertisers to bid for their advertising hyperlink to appear above or next to

Google search results when internet users enter specific search terms in a Google search.

11. An "AdW ords" advertising hyperlink contains the text of an ad. If an internet user is

interested, the user can click on the link, which takes the internet user to the advertiser's website.

With this, the "AdW ords" advertising hyperlink is passive and simply makes information available

to internet users who may be interested.

12. My son, Keyen Farell, is the owner ofthe domain ww.myincentivewebsite.com.

13. On or about Januar 22,2009, Keyen Farrell opened a Google "AdWords" account

with my financial sponsorship and under my name for the purpose of advertising the website,

ww.myincentivewebsite.com.

14. Keyen Farrell had my permission to open the "AdWords" account under my name

for this purpose.

15. I had no laowledge of the existence of Shoemoney Media Group, Inc. or its

trademark, SHOEMONEY, until March 31, 2009. I did not intend to infrnge upon the

SHOEMONEY trademark in any way.

16. Google has a policy that it does not allow advertisers to use a registered trademark in

the text of sponsored links. When a keyword is submitted for an "AdWords" account, the keyword

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Case: 8:09-cv-00131-JFB-FG3 Document #: 11-3 Date Filed: 04/30/2009 Page 3 of 4

is run through the Google system. If the keyword is a registered trademark, the Google system is

supposed to prevent the trademark from appearng in the text ofthe ad.

17. I relied upon this internal review at Google with respect to the "AdWords" account

that was opened in my name.

18. Google's internal review process failed to prevent the term "shoemoney" from

appearing in the text of the ads associated with the "AdW ords" account that was opened in my

name.

19. I did not take any action to circumvent federal law and/or Google policy to allow the

SHOEMONEY mark to appear in the text of the sponsored lins on the "AdWords" account.

20. I have never accessed the Google account for Jeremy Schoemaker and/or

Shoemoney Media Group, Inc.

21. I fist leared of the SHOEMONEY mark on or about March 31, 2009 when counsel

for the Plaintiff sent my son Keyen a cease and desist letter.

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Case: 8:09-cv-00131-JFB-FG3 Document #: 11-3 Date Filed: 04/30/2009 Page 4 of 4

FURTHE AF SA YETH NOT.

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