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DISTRICT COURT CIVIL COVER SHEET

A- 14-703627- C

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_ _ _ _ _ _ _ _ __JCounty. Nn-.da

CoreNo. - - - - - - - - - - - - - - -

J. Party information

both J,ome ar.d malliug tuldreun

Plaintiflls) (oome/add,...;phooe):

(nameiaddrcssiphooe):

PREGAME, LLC, A Nevada Corporation

.-.omey (name/address/phone):

JOHN KARALIS, an Individual


DOE COMPANIES 1 through 20; and
ROE CORPORATIONS 1 through 20, indusffe
Aaomey (nameJaddrcssJphone):

JEFFREY L. GALLIHER, ESQ. Bar No. 008078


DENNETT WIN SPEAR, LLP
3301 N. BUFFALO DRIVE, #195

LAS VEGAS, NV 89129 (702) 839-1100

II. Nature or Controversv (p/.uuseltllwDif'tlffMIIIPP!iubll[i!.ingpbelow)


Civil Case Filing Types
Real Property
Landlordffenant

Negligence

Ounlav.fu1 Detatne:r
Title lo Property
0Judicial Foreclosure

0Auw
0PrerrUscs Liability
Domer Negligence
MatpMlcriee

Oolher Title lO Property

0MedicallDenUII

Oothcr Landlord/TenaJll

Other Real Prop.:rty


Ocondemnation!Eminon Domain
Dothcr Real Property
Probate

---rrobate

tMim erw 1J11te dtl

QAcoounting
Construction Defect & Coatract
Constrottion Dcft

Ochapler40

00ther CollSU'UctiOD Defect

Oocne:ral Adminisuation

Contr3et Case

Ospecial Administr.ukm

'

Otmem.imW Misconduct

--

0ProduC1 Uabilil)'

DEmplo)mlC'll Ton
0Jnsumnce Ton

QolherTon
I

Oothcr Malpractice

t'GlwJ

0 Summary Administration

'

Torts
Otber Torts

Judicial Review/AppeaJ
Judiclal RC'\1ew
QForec1osurt" Mediotion Case

0Pctition lo Seal Records


OMental Cornpekncy
Nevada State Agency Appeal
ODc:p.anment of Motor Vehicle

OsetA.side
0Trust/Cooservators!Up

Ounifonn Commercial Code

Oother
Estate Value

Qlnsunmce Cmier

Qworker's Compensation

Ocommerc:iallnsuumeot
OcoUection of Accounts
OE.mptoyment Contract
[2Siothcr Conttac<

Oooer Ne-.-.da Stale Agency

0Building and Construction

DOver $200,000
0Bc:tWeeo S I00,000 and $200,000

Ounder SJOO.OOO or Unknown

Appeal Otber
QAppeo.J &am LowerCow1
QOther Judicio.! Revlc:w/AppeaJ

Oundec S2.500

Olh<>r Civil RUng

CivU Writ

Olher Civil FlUng

ChiiWriC

0Wril of Habeas Cotpus


Ownt of Mandamus
Owrit of Quo Warrant

Qwrit ofProhibitioo

00thcr Civil Wri1

Ocompromise of Minor's Claim

0Foreig.n Judgment

00thcr Civil Matu:n>


..

Business Court filings shmlld be filed usmg the Business Court c1vil coferslleet.

7-"7- t':(
Dole

.. ,"RSJ.:n

Electronically Filed

07/10/2014 07:26:22 AM

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JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 8391100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

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DISTRICT COURT

CLARK COUNTY, NEVADA

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PREGAME LLC, a Nevada Limited Liability


Company
Plaintiff,

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Case No:
Dept. No:

A- 14-703627- C

XXIII

vs.
JOHN KARAUS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

COMPLAINT

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Defendant.

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COMES NOW Plaintiff, PREGAME LLC, a Nevada Limited Liability Company, by

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and through its attorneys of record of the law firm of DENNETT WINS PEAR, LLP, and

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hereby complains and alleges against Defendant, JOHN KARALIS an individual, as

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follows:

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I.

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PARTIES AND JURISDICTION


1.

That at all times mentioned herein, Plaintiff, PREGAME LLC, (hereinafter

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"Pregame LLC" or "Plaintiff") was a Limited liability Company duly organized and
operating pursuant to the laws of The State of Nevada with its principal place of
business in Clark County, Nevada.

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2.

That at all times mentioned herein, Defendant, JOHN KARALIS

(hereinafter "Karalis" or "Defendant") was and is a resident of Clark County, Nevada

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3.

That the true names and capacities, whether individual, corporate,

associate, or otherwise, of Defendants as herein alleged as DOES 1 through 20, and

ROE COMPANIES 1 through 20, are unknown to Plaintiff who therefore sues said

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Defendants by such fictitious names. Plaintiff is infonned and believes and thereon
alleges that each of the Defendants designated herein as DOE is responsible in some

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manner for the events and happenings referred to and caused damages proximately to
Plaintiff as herein alleged, and Plaintiff will ask leave of the Court to amend the

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Complaint to insert the true names and capacities of DOES 1 through 20, ROE

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COMPANIES 1 through 20, and ROE CORPORATIONS 1 through 20, when the same

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have been ascertained, and join such Defendants in this action .

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4.

This Court has jurisdiction in this matter and venue is proper because this

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action relates to and arises out of conduct which occurred, in whole or in part, in the

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County of Clark, State of Nevada .

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II.

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GENERAL ALLEGATIONS

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5.

Plaintiff operates a website residing on the world wide web at

"www.pregame.com" (hereinafter "pregame.com" or ''the website"). Through the website

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Plaintiff provides sports related content of interest to sports fans and sports bettors.

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Some of that content is provided free of charge to viewers of the website and other

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content, designated "premium" content, can only be accessed after paying a fee.

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Premium content subscription fees are a main source of revenue for Plaintiffs business.

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Plaintiff obtains the content from contracted content providers including Defendant John

Karalis.

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respectively.

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7.

By its express tei1Tls the Agreement was to continue for a period of 5

years, tei1Tlinating in June 2017. (Exhibit "A", Paragraph 9) The Agreement followed a
previous similar contract between the parties which was replaced by the Agreement.

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LLC entered into a Social Network Addendum ("the Addendum") with Defendant Karalis.

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Agreement ("the Agreement") with Defendant Karalis, and in or around 2009 Pregame

The Agreement and the Addendum are attached to hereto as Exhibits "A" and "B",

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On or about June 18,2012 Pregame LLC entered into a Content Services

6.

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The parties have operated under the current and previous contracts for a period of
several years without incident.
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Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive

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license to "publish, display, refoi1Tlat and distribute" all sports related content generated

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by Defendant Karalis, (Exhibit "A", Paragraph 2) as well as the right to bundle such

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content with that of other providers. (Exhibit "A", Paragraph 3).


9.

The Agreement provides that Karalis may not publicly disclose infoi1Tlation

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related to his relationship with Pregame LLC (Exhibit "A", Paragraph 13), that Karalis will

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not undertake any conflicting obligations (Exhibit "A", Paragraph 16), and that Karalis will

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not attempt to induce employees or customers of Plaintiff to leave Pregame LLC or

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pregame.com (Exhibit "A", Paragraph 18). The Agreement further restricts Kalaris' use

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of the Nom De Gambling "Vegas Runner''

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10.

Pursuant to the Addendum Plaintiff was entitled to be the registered

account holder of any Social Site accounts, including Twitter handles, utilized by

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Defendant Karalis in connection with the production of content. Karalis was further

obligated to provide the current usemame and password for all such accounts to Plaintiff

and was prohibited from changing said passwords without Plaintiff's prior written

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The Addendum included a liquidated damages clause specifying damages for each and

every violation of the provisions outlined above. (Exhibit "B", Paragraph 4).

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11.

Nevertheless, on or about June 18, 2014 Defendant Karalis attempted to

"resign" from his contractual relationship with Pregame LLC. Upon information and
belief Karalis was induced to do so by an offer from a direct competitor to Pregame LLC.

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Pregame.com without prior written consent of the Plaintiff. (Exhibit "B", Paragraph 3).

consent. Karalis was also forbidden from referencing any third party competitor to

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Subsequently Karalis has engaged in conduct in direct violation of his obligations and
Pregame LLC's rights under the Agreement. Such violations have been ongoing and
continuous and have caused substantial damage to Pregame LLC.

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Ill.

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FIRST CLAIM FOR RELIEF

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(Breach of Contract)
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Plaintiff hereby incorporates Paragraphs 1 through 11 of the Complaint as

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though said paragraphs were fully set forth and incorporates the same herein by
reference.
13.

A valid and existing contract for was entered into between Plaintiff and

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Defendants on or about June 18, 2012 in the form of the Agreement and in or around

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2009 in the form of the Addendum (hereafter, collectively, "the Contracts").

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14.

That Pregame LLC fully performed each and every one of its obligations

under the Contracts.

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15.

Defendant materially breached the Agreement by, among other things,

failing to provide content to Pregame LLC since on or about June 18, 2014 and instead
providing such content to a competitor of Pregame LLC.

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of Pregame LLC through such mediums without prior written consent of the Plaintiff.

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amount in excess of $10,000.00.

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That it has been necessary for Plaintiff to retain the services of an attorney

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to prosecute this action, and Defendants should be required to pay reasonable


attorneys' fees and costs of prosecuting same.

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IV.

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SECOND CLAIM FOR RELIEF

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(Breach of the Implied Covenant of Good Faith and Fair Dealing)

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That as a result of Defendants actions, Plaintiff has suffered damages in an

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seizing control of the user account for the Twitter handle "@VegasRunner," and
continuing to use the Nom de Gambling of 'Vegas Runner" and referencing competitors

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Defendant materially breached the Addendum by, among other things,

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Plaintiff hereby incorporates Paragraphs 1 through 20 of the Complaint as

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though said paragraphs were fully set forth and incorporates the same herein by

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reference.

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22.

Plaintiff and Defendants are parties to the Contracts.

23.

Defendants owed a duty of good faith to the Plaintiff.

24.

Defendants breached the duty of good faith by attempting to unilaterally

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terminate, and otherwise failing to abide by the binding terms of, the Contracts despite
Plaintiff's full performance of its obligations thereunder.

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That as a result of Defendants actions, Plaintiff has suffered damages in an

amount in excess of $10,000.00.

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26.

That it has been necessary for Plaintiff to retain the services of attorneys to

prosecute this action, and Defendants should be required to pay reasonable attorneys'
fees and costs of prosecuting same.

V.

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THIRD CLAIM FOR RELIEF

(Attorneys Fees and Costs)

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though said paragraphs were fully set forth and incorporates the same herein by
reference.

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Plaintiff hereby incorporates Paragraphs 1 through 26 of the Complaint as

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action to enforce or interpret any term of the Agreement is entitled to an award of all
reasonable legal costs and fees associated with such an action.

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Pursuant to Paragraph 26 of the Agreement the prevailing party in an

29.

As a result of Defendant's conduct in breach of the Agreement Plaintiff was

compelled to file the instant case which is the type of "action" contemplated by
Paragraph 26 of the Agreement.

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30.

Should Plaintiff prevail in this matter Plaintiff is entitled to an award of

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reasonable attorneys fees and costs as specified in the Agreement.

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WHEREFORE, Plaintiff prays for judgment against Defendants as follows:

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1.

For general damages in an amount in excess of $10,000.00;

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2.

For the costs of suit incurred herein;

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For reasonable attorney's fees incurred herein;

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For interest on said damages at the statutory rate;

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For such other and further relief as the Court deems just and proper.

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DATED this

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day of July, 2014.

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DENNETI Vj/INSPEAR, LLP

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EXHIBIT "A"

EXHIBIT "A"

CONTENT SERVICES AGREEMENT


This Content
Agreement (this "Agreement'') is effective as of JW1e 18,2012 (the
Daten) and is made by and between Pregame, LLC a Nevada limited liability
company (..Pregame'") and the
(..Content Provider").
Recitals
A. Whereas, Content Provider provides certain content regarding upcoming and past
sporting events and spons related information (collectively, the
B. Whereas, Content Provider desires to provide such Content to Pregame on the
lcrms and conditions set forth in this Agreement.
C. Whereas. Pregame desires to r.:ceive such Content on the tenns and conditions set
forth in this Agreement.
IN CONSIDERATION OF the matters described ahove and of the mutual benefits and
obligations set forth in this Agreement, the parties to this Agreement agree as follows:
I. Content Description. Content Provider hereby agrees to provide Pregame the
Content (including information on sports betting, injuries, news, and game
predictions). The term
applies to all the major sports of interest in
the United States (e.g., American Football both College and Professional,
Major League Ba..eball, Basketball both College and Professional, European
Football), in addition to sports of secondary interest such as horse racing,
boxing. Mixed Martial Ans, golf. tennis, and others. The Content may consist
of teKl. audio, visual or any combination of the foregoing and may be
provided to Pregame in any mutually agreed format whether tangible or
intangible.
2. Content License. Content Provider hereby grants Pregame a license to
publish. display. reformat and distribute the Content via any means. Unless
stated otherwise on Exhibit A, (i) this license will be exclusive and
(ii) Pregame may sublicense its rights hereunder as a syndicator of the
Content. The parties acknowledge and agree that some mutually agreed upon
portion of the Content (though no less than I 0"/o of overall Content) v.;u be
provided to end users at no charge.
3. Bundling License. Pregame may buudlc a Content Provider's Contelll with
the content of other content providers.
4. Promotional Distributions. PreGame may provide portions of the Content to
end users at a significant discoWlt as a promotion tool to boost general
premium Content sales. Any monies generated by such promotional offerings
are retained I 00% by Pregame to cover the administrative costS of such
promotions. No more than 20% of Content Provider's total Content can be
Coment Services Agreement

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-----------------

included in such discounted offerings over the cowoc of any calendar month
consent of the Content Provider.
without the

5. PreGame Promotional Effort. Pregame shall use all reasonable efforts to


promote the Content on Pn.'gwne s oiTcrings such that th<.' Content is among
the top ranking percentage indicated on Exhibit A in terms of overall
promotional effort of those who sell content through Pregame.
6. Content Provider Promotional Effort. Content Provider shall use its best
efforts to (i) promote the sale of the Content through Pregame's website; and
(ii) promote other content provider.; publishing content on Pregame's
website.
7. Quantity of Content. Content Provider shall produce content commensurate
with at least 30 hours of effort per month (as measured by a reasonably
avcmgc content provider) and the Content produced most be at least of the
quality of content produced by similarly situa!ed content provider.;.
8. Additional Scnices. Content
further agrees to provide such other
services as Pregame and Content Provider may agree upon from time to time
under the terms of this Agreement.
9. Term and Tenpination. Unless otherwise stated on stated on EKhibit A. the
term of this Agreement shall commence on the Effective Date and continue
for a period of five (5) years (the ''Initial Tenn..). Thereafter, this Agreement
shall automatically renew on an annual basis for consecutive one (I) year
tenns (each a
Term"). Either party may terminate this Agreement
either prior to the conclusion of the Initial Term or during any Renewal Term
upon at lc:<c.1 thirty (30) days notice with such tennination effective on the
next renewal date. Either may tenninate this Agreement for breach of a
material term of this Agreement upon at least thirty (30) days prior written
notice of termination provided the breach is not cured within such notice
period. During any period that Content Provider is (i) in breach of this
Agreement; (ii) is acting in an unprofessional manner or (iii) acting in any
manner which. in Pregame's sole discretion, reflects adversely on Pregame,
then Pregame may. in its sole discretion. restrict or suspend display and/or
promotion of the Content.
I 0. Obligations During Notice Period. ln the event that Content Provider desires
to terminate this Agreement. during the thirty (30) day notice period required
in Section 9, hoth parties must maintain dealing comrarable to their dealings
prior to terminating this Agreement. including Content Provider continuing to
pro,ide Content of comparable quantity and quality. After the expiration or
termination of this Agreement for any reason. Content Provider shall not
indicate to any third pany thm Content Provider has ever provided content to
Pregame. com.

Contenl Services Agreement

II. Compensation. Unless a specific compensation is set fonh on Exhibit A, the


parties shall mutually agree on the compensation for the particular item of
Content on an individual case basis. Unless otherwise stated in Exhibit A.
Pregame shall have the right tn determine, in its sole discretion. the price a1
which the Content is made available in any and all mediums.
12. Timing of Payment. Compensation will be payable on a monthly basis, while
this Agreement is in fon:e. Though Pregame has a policy of making payments
as soon as possible, payment to Content Provider "ill be mailed by Pregame
within sixty (60) after the last day of the calendar month to which the payment
applies.
13. Confidentiallnfonnation. 'Confidential
means any non-public
information pertaining to Pregame's business or technology. Confidential
information includes information disclosed by Pregame to Content Provider.
and information learned by Content Provider during the course of or as a
n:sult of Litis Ag=meuL Confid.mlial lnforw ..tiou includes items such as the
terms and existence of this Agreement. information and documents
concerning Pregame processes; suppliers; customer lists; email lists;
advertising and mari:eting plans; business strntegies: profit mw-gins: sc:asonal
plans, goals, objectives and projections; compilations.. analyses, and
projections regarding company's divisions, stores, product segments, product
lines. suppliers. sales and expenses: files; trade secrets and patent applications
(prior to their being public); salary, staffing and employment information
(including information about performance of other executives); and
how," techniques and any technical information not of a published nature
relating, for example, to have company conducts its business.
14. Obligation of Confidence. Content Provider shall not divulge, disclose or
make ace<.:ssiblc to any other person. firm, partnership, corporation or any
other entity any confidential information except "'"hen required to do so by a
court of law, by any governmental agency having supenisory authority over
the business of Pregame or by any governmental body with jurisdiction to
order Content Provider to divulge. disclose or make accessible such
information (each a "Compelled Disclosure"). Content Provider shall give
Pregame prior "Tinen notice of any Compelled Disclosure and assist Pregame
with the prevention of such disclosure or seeking confidentialtreaunent of the
Confidential Information to be disclosed.
15. Return of Prooertv. At the request of Pregame and/or on termination of Litis
Agreement. Content Provider "ill return to Pregame all documents. records.
notebooks. media and anything else containing Pregame's confidential
information, including all copies thereof, as well as any other Pregame
property in Content
possession, control or custody. Content
Provider will also delete from its computer or other electronic storage medium
any Pregame proprietaJ)' or confidential information. Not laler than twenty

Contcnt Services Agreement

(20) days after this Agreement is terminated Content Provider will certify in
writing to Pregame that Content Provider has complied with these obligations.
16. No Conflicting Obligations. During the term of this Agreement and for a
period of two (2) years after tennination or expiration, except as may be
expressly pennitted on Exhibit A. Content Provider will not. directly or
indirectly, (i) be involved with a business which is in competition with
Pregame, or (ii) divert or attempt to divert any business that Pregame has
enjoyed. After the termination of this Agreement. Content Provider is
prohibited from contacting. attempting to contact, solicit any customer, buyer
or person or providing any content to whom Content Provider had contact
with while fulfilling its obligations under this Agreement.
17. Third Partv Placement. Unless otherwise stated on stated on Exhibit A, if
Pregame places Content with web sites or other distribution mechanisms
operated by one or more third parties (each a
Party Site"). Content
Provider agrees to waive Content Provider's relationship indefinitely with
such Third Party Site, so that Content Provider aJ,'l'ees to never contact, solicit.
accept employment, offer services under any assumed name with that Third
Party Site both during and after the expiration of this Agreement.
18. Non-Solicitation. Any attempt on the part of Content Provider to induce an
employee or customer to lel!Ve Pregame, or any effort by Content Provider to
interfere with any relationship with Pregame employees or other content
providers would be hannful and damaging to the Pregame. Therefore,
Content Provider ag=s tlwt Juring
t.:nu of this Agn....,ment and after
termination of this Agreement, Content Provider will not in any way directly
or indirectly:

a. induce or attempt to induce any employee or other content provider of


Pregame to quit employment or retainer.
b. othel>'ise interfere with or disrupt the Pregame relationship with its
employees or other content providers:
c. discuss employment opportunities or provide information about
competitive employment to any of the Pregame employees or other
content providers; or
d. solicit. entice. or hire away any employee or other content provider of
Pregame.
19. Nom De Gambling. The term "Nom De Gambling" refers to the identity
assigned to Content Provider for use in association with the Content. The
Nom De Gambling utilized by Pregame in connection Y.ith the Content will
not be restricted in any maruter, and Content Provider has no rights to use the
Nom De Gambling during (except in connection with providing Content to
Pregame) or after the conclusion of this Agreement. In the event the Nom De
Content Services Agreement

':!'!--

Gambling has been previously utilized by Content Provider. then Content


Provider hereby assigns to Pregame any and all right, title and interest Content
Provider may have in or to such Nom Oe Gamhling. The Nom De Gambling
for the Content is a trademark or Pregame. Content Provider shall not utilize
or attempt to rcgiSier any name which is deceptively similar to the Nom De
Gambling provided by Pregame under the terms of this Agreement ntis
Section 19 is subject to modification as provided in Exhibit A.
20. Trademarks. Content Provider shall not utilize the name Pregame or any or
Pregame's trademarks without the prior written consent of Pregame.
21. Rights in Content Content Provider agrees that any item of intellccrual or
artistic property (including Content) generated or provided by Content
Provider in connection with the performance of this Agreement is a ..work for
hire" under all applicable laws and the sole property of Pregame.
22. Assignment. Content Provider will not voluntarily or by operation of law
assign or otherwise transfer its obligations under this Agreement without the
prior written consent of Pregame. Any attempted a.o;signment in violation of
this provision shall be null and void. This Agreement will enure to the benefit
of and be binding on the panies and their respective permitted successors and
permitted assigns.
23. Na1ure of Relationship. It is expressly agreed that Content Provider is acting
as an independent contractor and not as an employee or agent in providing the
Content Content Provider and Pregame acknowledge that this Agreement
does not create a partnership or joint venture between them (unles.o; expressly
stated in any other prior agreement) and is exclusively a contract for senice.
24. Modification. Any amendment or modification of this Agreement or
additional obligation assumed by either party in connection with this
Agreement will only be binding if e\idenced in writing signed by each party
or an authorized representative of each party.
25. Notices. Nl notices, n:qU<:Sts,
or
cuuunwications n:quired or
permitted by the terms of this Agreement will be given in writing and
delivered to the parties or this Agreement at the addresses set forth in the
signature blocks below or such other addresses ao; either party may provide for
itself from time to time.
26. Attomevs Fees. In the event that legal action is brought to enforce or interpret
any term of this Agreement, the prevailing party "ill be entitled to recover, in
addition to any other damages or award, all reasonable legal costs and fees
associated with the action.
27. Entire Agreement This Agreement represents the entire understanding and
agreement between Content Provider and Pregame as to the subject matter
hereof. This Agreement supersedes any other agreements Wld understandings
Contem Services Agreement

lx:cween
Provider and Pregame with respect to any Content or other
services. There are no other promises, representations. understandings or
inducements other than those specifically set forth in this Agreement.
28.1ndemnitv. Content Provider "ill indemnify. defend and hold harmless
Pregame from and against any claims or actions by any other party, arising
from or related 10 the provision of the Content by Content Pro\ider or
Pregame's use thereof and pay all liabilities, costs (including attorneys fees)
and expenses incurred by Pregame in connection therewith.
29. Headings. Headings are inserted for the convenience of the parties only and
are not to be considered when interpreting this Agreement
30. Interpretation. Words in the singular mean and include the plwal and vice
versa. Words in the =uline mean and include the feminine and vice versa.
The phrase
shall mean
without limitation.
31. Survival. The provisions ofSeccions 13, 14, I 5, 18, 19, 20, 21, 28 and
3 I shall survive the cxpir.uion or termination of this Agreement for any
reason.
32. Governing Law. This Agreement and the performance under this Agreement,
and all suits and special proceedings under this Agreement, be construed in
accordance with and governed by the laws of the State of Nevada, without
reference to its choice oflaw provisions. All actions and
pertaining to this Agreement will be filed and litigated exclusively in any state
court or federal court located in Clark County, Nevada. Pregame and Content
Provider expressly consent to the jurisdiction of these courts, agree lllat venue
is proper in these courts and company and you consent to service of process
made at your l""'t kno"'11 address in companies records.
33. Severability. In the event that any of the provisions of this Agreement are
held to be invalid or unenforceable in whole or in part all other provisions
will nevertheless continue to be valid and enforceable with the invalid or
\Dlenforceable parts severed from the remainder of this Agreement
34. Waiver. The waiver by either party of a breach. default, delay or omission of
any of the provisions of this Agreement by the other parry will not be
construed as a waiver of anr subsequent breach of the same or other
provisions.
35. Blogging Content In the event Content Provider proYides any content to blog
sites, bulletin boards or of.IJer couuuunicalioo fonuns busted by Pregame,
Content Provider agrees to be bound by and strictly comply with the Terms of
Use located at www.pregame.comlterrns-<>f-service

Content Services Agreement

IN WITNESS WHEREOF, the panies have duly executed this Agreement as of the
dates set forth below intending that this Agreement be effective as of the Effective Date.

Date

Stateof
County of

NJ.W[{!

ClC.l\ [L-

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'JA. nJ,

On this. the
day or
20
me a nol;W;Y public. the
undersigned officer, personally appeared , . IVPj
U1111 (
known 1o me
(or satisfactorily proven) to be the person whose nambiSSubscribed to the within
instrument. and acknowledged thai he executed the same for the pwposes therein
contained.

Content Services Agreement

J.hibit A

Distribution and Compensation


Content Promotion Ranking Target The Content shall receive promotional efforts
from Pregame consistent with those provided to the top 100 percent of those selling
content at Pregame.com
Compensation.
"Bast:lim: Yt:ar'" means the calendar year in which the EITeclive l>ate occurs.
"Cost of Growth" means ten percent of the Growth Rate .
..Gross Revenues" means sums actually received from the resale of all fee
based content to end users (whether through Pregame or a Third Pany Site}.
"Growth Rate'' means the result of dividing the Net Revenues for the prior
calendar year by the Ncr Revenues for the Baseline Year. For avoidance of
doubt, the Growth Rate can not be Jess than zero.
uNecessarv Expenses" means costs reasonably necessary in order to sell and
distribute content, including credit card processing fees, refunds, credits,
charges by affiliate partners, the Content's proportionate share of credit card
ucharge-backs" as a percent of total content sales, the Content's proportionate
share of costs incurred in connection with Pregame's loyalty program and any
other costs reasonably necessary to the ability to sell and distribute the
Content.
"Net Revenues" means Gross Revenues minus Necessary Expenses during a
calendar year.
'"Commission Rate" means 33%.
Net Revenues from bundled content shall be divided pro-rata among the
contributors.
Compensation Calculation
1. (Net Revenues from Content) X (the Commission Rale) =Gross Commissions
2. (Gross Commissions} X (I ..Cost of Growth)= Net Commissions
Note: 'llo adjustment mdc in Step 2 shall nul rt:<lue<: Gruss Commission by !Jn:lller

than 39%.
If Content packages are sold in which the promised delivery of the Content
extends beyond the calendar month of purchase, the accounting of net revenue
corresponds with the actual delivery of the Content (i.e. the percentage of the
Exhibit A
Content Services Agreement

content actually delivered in a given calendar month \\ill dictate the percentage of
package's net revenue allotted to that
F?r
a Content package
is purchased on April!, and the Content 1s promised to be dehvered through
May 31, then the percentage of revenue allotted to April will be 50%, with 50"/o
allotted to May.

Cenain QualilicatiOs to Rights and Obligations:

Section 16: Notwithstanding the provisions of the first sentence of Section 16, Content
Provider may provide the Content to competitors of Pregame after the term of this
Agreement
Section 19: Pregame shall not mnke any further use of the Nom De Gambling upon
termination of this Agreement and, effective upon such termination, assigns to Content
Provider all right, title and interest in and to the Nom De Gambling.

Exhibit A
Content Services Agreement

EXHIBIT "8"

EXHIBIT "8"

SOCIAL NElWORK ADDENDUM


This Social Network Addendum (this 'Addendum") is effective as of March
1, 2009 (the "Effective Date") and is made by and between Pregame, LLC a
Nevada limited liability company ("Pregame") and the undersigned service
provider ("Content Provider").
Recitals
A.
Whereas, Pregame and Content Provider have previously entered
into a Content Services Agreement with an effective date of 10 /Bl;?.al7
(the "Agreement") pursuant to which Content Provider provides to PreQame
certain content regarding upcoming and past sporting events and sports related
information (collectively, the content").
B.
Whereas, Content Provider desires to establish and maintain an
account on one or more social networking sites such as Twitter, Facebook and
MySpace (collectively, the social Sites") on which Content Provider will Promote
the Content.
C.
Whereas. the parties desire to establish certain understandings as
to Content Provider's use of Social Sites as set forth in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual
benefits and obligations set forth in this Addendum, the parties agree as follows:
1.
Defined Terms and Recitals. Capitalized terms not defined herein
shall have the meaning given to them in the Agreement. The above-referenced
Recitals are hereby incorporated in this Amendment by this reference. Except as
modified by this Amendment. the Agreement is hereby ratified and remains in full
force and effect.
2.
Preaame Network. Pregame operates a website at
www.pregame.com (the "Website") to which Content Provider provides the
Content. As one of its features, the Website provides marketing and networking
functionality (the "Pregame Network").
3.
Promotion on the Pregame Network. Content Provider may
promote its presence on Social Sites through the Pregame Network if and only if
all of the following are true: (i) Pregame is the registered account holder of the
applicable Social Site account (each an "Account"); (ii) Content Provider has
delivered the current user name and password for the Account to Pregame and
does not change these items without Pregame's prior written consent;
(iii) Content provider shall not reference any third party (eg a competitor
Pregame. com) through the Account without prior written permission of Pregame;
and (iv) Pregame may modify the look and feel (but not the content) of the Social
Pages associated with the Account, including placement a 'Sponsored by

Socilll Network Addendum


ii:"l

AGREf.,\.1EST

Pregame" or other logo. Content Provider covenants and agrees to maintain the
accuracy of each statement in this Section for the duration of the Agreement.
4.
Liquidated Damages. IN THE EVENT CONTENT PROVIDER
UTILIZES THE ACCOUNT IN VIOLA.TION OF SECTION THEN CONTENT
PROVIDER AGREES THAT PREGAME WILL BE DAMAGED IN AN AMOUNT
WHICH IS NOT READILY ASCERTAINABLE, DUE TO THE SPECIAL NATURE
OF THE TRANSACTIONS CONTEMPLA.TED BY THIS AGREEMENT AND
WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN.
FURTHER, CONTENT PROVIDER WISHES TO HAVE A LIMITATION PLA.CED
UPON ITS POTENTIAL LIABILITY TO PREGAME IN THE EVENT OF SUCH A
BREACH. THEREFORE, CONTENT PROVIDER AND PREGAME HEREBY
AGREE THAT CONTENT PROVIDER SHALL PAY THE SUM OF $50.00 PER
MARKETING MESSAGE TO ACCOUNT FOLLOWER (E.G., 1,000
FOLLOWERS- ONE MESSAGE- $50,000) IN VIOLA.TION OF SECTION .
PREGAME AND CONTENT PROVIDER HEREBY EXPRESSLY AGREE THAT
SUCH PAYMENT BY CONTENT PROVIDER IS REASONABLE AND IT
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PREGAME AND
SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY.
CONTENT PROVIDER AND PREGAME ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY
THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS.
Content Provider Initials: _,C:...,*-;;:..__ _

Pregame Initials:

f..,

5.
Content Control. Content Provider shall be responsible for all
content posted or otherwise transmitted through the Account. Content Provider
shall indemnify, defend and hold harmless Pregame from and against any and all
claims (including all liabilities, costs. expenses (such as attorney fees),
obligations and damages) in any way arising from or related to the Account.
6.
Effect of Termination. Content Provider's ability to access and use
of all Accounts pursuant to Section of this Addendum shall automatically
terminate upon termination or expiration of the Agreement. All other provisions
of this Addendum shall survive termination or expiration of the Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Social
Network Addendum as of the dates set forth below intending that this Addendum
be effective as of the Effective Date.

Social Network Addendum


CoNTt-.!-.1 SERYJC.1(S AGRhf.MEJ'T

PREGAMELLC

By:
Name:

Trtle:
Date:

Kc..,..J c. LL Jj.. <;,cc L...

__

Name: (nOK5r,

C. E 0
Date:

lzt/09

Social Nerworl: Addendum


COJto"TEI\i SERVICIS

mosrs:;n :i.. z.o::a

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JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear. com
DENNEIT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

Attorneys for Plaintiff Pregame LLC


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DISTRICT COURT

CLARK COUNTY, NEVADA

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PREGAME LLC, a Nevada Limited Liability


Company
Plaintiff,

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Case No:
Dept. No:

vs.
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

INITIAL APPEARANCE FEE


DISCLOSURE

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Defendant.

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INITIAL APPEARANCE FEE DISCLOSURE


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Pursuant to NRS Chapter 19, as amended by Senate Bi11106, filing fees are submitted
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for parties appearing in the above entitled action as indicated below;
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$270.00

Plaintiff: PREGAME, LLC:

DATED

day of July, 2014.

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I
JEFFRE J_. G
R, ESQ.
Nevada ar No 08078
3301 N.
alo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

Attorneys for Plaintiff Pregame LLC

Electronically Filed

07/1612014 04:14:05 PM

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JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

CLERK Of THE COURT

Attorneys for Plaintiff Pregame LLC


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DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

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vs.

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JOHN KARALIS,

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Case No: A14703627-C


Dept. No: IV

Defendant.

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Plaintiff,

PLAINTIFFS' MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY


INJUNCTION

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COMES NOW, Plaintiff, PREGAME LLC, by and through its counsel, DENNETI

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WINSPEAR, and hereby submits the following Motion pursuant to Article 6 of the Nevada

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Constitution, NRCP 65 and N.R.S. 33.010 .

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This Motion is made and based upon the pleadings and papers on file herein, the Points
and Authorities cited, and oral argument of counsel, if any, at the time of hearing.
DATEDthis

j_.b

dayofJuly,2014.

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JEFFREY
Nevada Ba No. 0
8
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

Attorneys for Plaintiff Pregame LLC

NOTICE OF MOTION

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TO:

ALL INTERESTED PARTIES AND THEIR ATTORNEYS OF RECORD:

YOU, AND EACH OF YOU, WILL PLEASE TAKE NOTICE that the undersigned counsel

will bring the above and foregoing PLAINTIFFS' MOTION FOR TEMPORARY RESTRAINING

ORDER AND PRELIMINARY INJUNCTION on for hearing before the above-entitled Court in

Dept.No.4onthe

as soon thereafter as counsel may be heard.

DATED this

16 dayof SEPTEMBER

,2014atthehourof

or

__.1!:_ day of July, 2014.

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JEFFREY . ALL!
Nevada Ba
3301 N. B
o Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

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MEMORANDUM OF POINTS AND AUTHORITIES

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I.

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SYNOPSIS

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Plaintiff seeks an immediate hearing regarding Plaintiffs Motion for Temporary


Restraining Order and Preliminary Injunction at the Court's earliest convenience. Through the
Temporary Restraining Order and Preliminary Injunction, Plaintiffs seek to prevent Defendant
John Karalis from the continuous and ongoing distribution of exclusive content belonging to
Plaintiff Pregame LLC as well as the continuous and ongoing use of the Twitter handle
@VegasRunner which is the exclusive property of Pregame LLC.
II.
FACTUAL BACKGROUND

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Plaintiff operates a website residing on the world wide web at ''www.pregame.com"

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(hereinafter "pregame.com" or "the website").

Through the website Plaintiff provides sports

related content of interest to sports fans and sports bettors. Some of that content is provided
free of charge to viewers of the website and other content, designated "premium" content, can
only be accessed through a paid subscription. Premium content subscription fees are a main
source of revenue for Plaintiff's business.

Plaintiff obtains the content from contracted content

providers including Defendant John Karalis.


On or about June 18, 2012 Pregame LLC entered into a Content Services Agreement
("the Agreement") with Defendant Karalis, and in or around 2009 Pregame LLC entered into a
Social Network Addendum ('1he Addendum") with Defendant Karalis. The Agreement and the
Addendum are attached to Pregame LLC's Motion for Temporary Restraining Order and
Preliminary Injunction as Exhibits "1" and "2", respectively. By its express terms the Agreement
was to continue for a period of 5 years, terminating in June 2017. (Exhibit "1 ", Paragraph 9) The
Agreement followed a previous similar contract between the parties which was replaced by the
Agreement. The parties have operated under the current and previous contracts for a period of
several years without incident.
Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive license to
"publish, display, reformat and distribute" all sports related content generated by Defendant
Karalis, (Exhibit "1 ", Paragraph 2) as well as the right to bundle such content with that of other
providers. (Exhibit "1", Paragraph 3). In addition, the Agreement provides that Karalis may not
publicly disclose information related to his relationship with Pregame LLC (Exhibit "1", Paragraph

13), that Karalis will not undertake any conflicting obligations (Exhibit "1 ", Paragraph 16), and
that Karalis will not attempt to induce employees or customers of Plaintiff to leave Pregame LLC
or pregame.com (Exhibit "1", Paragraph 18). The Agreement further restricts Kalaris' use of the
Nom De Gambling "Vegas Runner."
Pursuant to the Addendum Plaintiff was entitled to be the registered account holder of
any Social Site accounts, including Twitter handles, utilized by Defendant Karalis in connection
with the production of content. Karalis was further obligated to provide the current usemame

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and password for all such accounts to Plaintiff and was prohibited from changing said passwords
without Plaintiffs prior written consent. Finally, Karalis was forbidden from referencing any third
party competitor to pregame.com without prior written consent of the Plaintiff.

(Exhibit ''2",

Paragraph 3). The Addendum included a liquidated damages clause specifying damages for
each and every violation of the provisions outlined above. (Exhibit "2", Paragraph 4).
Nevertheless, on or about June 18, 2014 Defendant Karalis attempted to "resign" from
his contractual relationship with Pregame LLC. Upon information and belief Karalis was induced
to do so by an offer from a direct competitor to Pregame LLC.

Subsequently Karalis has

engaged in conduct in direct violation of his obligations and Pregame LLC's rights under the
Agreement. Such violations have been ongoing and continuous and have caused substantial
damage to Pregame LLC. The nature of the damage to Pregame LLC is irreparable Inasmuch
as the content which Karalis is obligated to provide to Pregame LLC for distribution is being
provided to a competitor. Once distributed to the public by the competitor such content cannot
be "undistributed" and the value of that content is lost to Pregame LLC forever. In addition, the
on-going disclosure of information related to Pregame LLC by Karalis further results in
irreparable harm as such information, confidential and otherwise, cannot be retrieved once made
public by Karalis.

Ill.

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LEGAL STANDARD

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Article 6, section 6 of the Nevada Constitution specifically grants the district courts power
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to issue writs of injunction. The basis for granting injunctive relief is equity. Sherman v. Clark, 4
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Nev. 138 {1868).

The granting of restraining orders or injunctions is a matter of discretion.

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Coronet Homes, Inc. v. My/an, 84 Nev. 435, 437, 442 P.2d 901, 902 (1968), and Thom v.
Sweeney, 12 Nev. 251 {1877).

NRCP 65 recognizes three types of injunctive orders: (1)

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temporary restraining orders, (2) preliminary injunctions, and {3) permanent injunctions. NRCP
65 {2004 ). The purpose of a temporary restraining order is to prevent irreparable harm until the
parties can be heard on a motion for preliminary injunction. A preliminary injunction is designed

to continue to protect the applicant from irreparable injury and preserve or restore the status quo

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pending final judgment. Ottenheimber v. Real Estate Division, 91 Nev. 338, 342, 535 P.2d 1284,
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1285 (1975) and Memory Gardens of Las Vegas, Inc. v. Pet Ponderosa Memorial Gardens, Inc.,
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88 Nev. 1, 4 492, P.2d 123, 124 (1977).


NRCP 65 and NRS 33.010 authorize the Court to grant injunctive relief when the
commission or continuance of an act produces great or irreparable injury to the plaintiff. NRS
33.010 provides:

An injunction may be granted in the following cases:


1. When it shall appear by the complaint that the plaintiff is entitled to the relief
demanded, and such relief or any part thereof consists in restraining the
commission or continuance of the act complained of, either for a limited period
or perpetually.
2. When it shall appear by the complaint or affidavit that the commission or
continuance of some act, during the litigation, would produce great or irreparable
injury to the plaintiff.
3. When it shall appear, during the litigation, that the defendant is doing or
threatens, or is about to do, or is procuring or suffering to be done, some act in
violation of the plaintiffs rights respecting the subject of the action, and tending
to render the judgment ineffectual.

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Although no precise burden of proof must be met by the party seeking injunctive relief,

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courts traditionally consider the following equitable criteria: (a) the threat of irreparable injury; (b)

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the plaintiffs likelihood of success on the merits; (c) the relative interests of the parties, or the

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balance of hardships on each party; and (d) the interests of the public. See, e.g. Miller v. Cal.

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Pee. Medical Center., 19 F.3d 449, 456

(9'"

Cir. 1994) citing U.S. v. Odessa Union Warehouse

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Co-op, 833 F.2d 172, 174 (9111 Cir. 1987).

However, the threat of irreparable injury and the

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plaintiffs likelihood of success on the merits are the facts most often cited. See e.g., Sobol v.

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Capital Mgmt. Consultants, Inc., 102 Nev. 444, 446, 726 P.2d 335, 337 (1986).

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IV.

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ARGUMENT

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A.

THERE IS A REASONABLE PROBABILITY THAT PLAINTIFFS WILL SUFFER


IRREPARABLE INJURY IF A TEMPORARY RESTRAINING ORDER AND A
PRELIMINARY INJUNCTION IS NOT GRANTED.

"Injunctive relief is not available in the absence of actual or threatening injury, loss or

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damage." Berryman v. lntemationa/Brotherhood of E/ec. Workers, 82 Nev. 277, 280, 416 P.2d
387, 388 (1966).

There must exist a "reasonable probability" of real injury for an injunction

and/or a temporary restraining order to be issued. /d. at 280, 389.


In this case, the unique nature of the product at issue- real time analysis and information
related to live sporting events - means that once such information is lost to Pregame LLC it can
never be recovered. For example, currently the FIFA Wortd Cup is being played in Brazil. The
World Cup tournament itself happens only once every four years and the individual games within
the tournament are unique, one-time events that can never be duplicated. Upon information and
belief Defendant Karalis is providing content related to the Wortd Cup on an ongoing basis to a
competitor of Pregame LLC in violation of Pregame LLC's clear and exclusive contractual right to
such content. That same content includes information that, upon reasonable reliance, Pregame
LLC anticipated receiving from Karalis (as is its contractual right) and distributing to its
customers. Every bit of content that Karalis provides to a service other than Pregame LLC is lost
to Pregame LLC forever.
The Agreement specifically restricts Karalis from divulging any non-public information
pertaining to Pregame LLC, including information disclosed to Karalis or learned by him as a
result of his relationship to Pregame LLC through the Agreement. Upon information and belief
Karalis has in fact disclosed Confidential Information, as defined by the Agreement, since his
attempt to unilaterally avoid the Agreement. In addition, the on-9oing disclosure of information
related to Pregame LLC by Karalis further results in irreparable harm as such information,
confidential and otherwise, cannot be retrieved once made public by Karalis.

Clearly the

continued disclosure of Confidential Information of Pregame LLC by Kalaris constitutes


irreparable harm as it relates to Pregame LLC's strong interest in keeping such information, in
fact, confidential. Absent a temporary restraining order there is no reasonable way for Pregame
LLC to enforce this very important provision of the Agreement and to ensure that additional,
irreparable harm is not caused by the on-9oing disclosure of Confidential Information by Kalaris.

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"A preliminary injunction is available upon a showing that the party seeking it enjoys a
reasonable probability of success on the merits" Sobol v. Capital Management Consultants, Inc.
102 Nev. 444, 726 P.2d 335 (1986) Here, Plaintiff will easily be able to establish the existence of

a contract: inten1, offer, acceptance, consideration, mutuality of agreemen1 and obligation.

Restatement of Contracts 19-24; Lamoureux v. Burrillvi/le Racing Ass'n, 91 R.I. 94, 161 A.2d

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213, 215 (1960), that Kalaris' conduct constitutes a breach of that contract and that as a result of

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that breach Pregame LLC has been substantially damaged.

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Contrarily, Kalaris has no defense to Plaintiffs claim of breach. Essentially Kalaris simply

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decided to unilaterally extricate himself from the relationship when something which he

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perceived to be a better deal came along. The contract provides no such mechanism for

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terminating the agreement.

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GIVEN THE CLEAR AND UNAMBIGUOUS NATURE OF DEFENDANrS


OBLIGATIONS UNDER THE CONTRACT AND THE INARGUABLE BREACH
OF THE SAME, PLAINTIFF'S LIKELIHOOD OF SUCCESS ON THE MERITS IS
EXCELLENT.

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C.

"1", Paragraph 9)

THE HARDSHIP IMPOSED ON THE DEFENDANTS IN GRANTING THE


TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION IS
NOT A FACTOR IN THIS CASE.

In determining whether to grant

a temporary restraining order and/or a preliminary

injunction "a factor of controlling importance" is "the balance of convenience or hardship"


between parties. Rhodes Mining Co. v. Belleville Placer Mining Co., 32 Nev. 230, 106 P. 561,
562 (1910). The courts do not always apply this factor however, when determining whether an
injunction should issue. "The equitable principle of relative hardship is available only to innocent
parties who proceed without knowiedge or warning that they are acting contrary to others' vested
property rights." Gladstone v. Gregory, 95 Nev. 474, 480, 596 P.2d 491 (1979). If both parties
engaged in inequitable conduct or if both parties acted equitable then, and only then, would the
court be required to go through the step of balancing hardships prior to issuing a temporary
restraining order or preliminary injunction. /d.

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Karalis knew of his contractual obligation to provide exclusive content to Pregame LLC.
In fact, Karalis has been operating under that obligation for the past several years. Karalis' only
motivation for breaching the contract with Pregame LLC was an offer of more money from a
competitor. The ability to obtain Karalis' content for publication was the very essence of the
contract from Pregame LLC's point of view. That exclusive content was the sole benefrt of the
bargain between the parties to be received by Pregame LLC.
Further, it cannot be reasonably argued that Karalis was not aware that his unilateral
decision to tenninate the relationship prior to the end of the contract tenn was not contrary to a
vested interests of Pregame LLC.

Because Karalis was paid a commission on revenue

generated by publication of his content he was directly aware of the substantial extent of the
hann Pregame LLC would suffer if he decided to simply stop providing the content to Pregame
LLC and start providing it instead to a competitor.
Because Karalis is the only party in this case engaged in inequitable conduct, it is not
appropriate for the court to consider whatever hardship may resuH to him by issue of a temporary
restraining order and/or preliminary injunction. The temporary restraining order followed by a
preliminary injunction should be granted.

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D.

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IT IS WITHIN THE PUBLIC INTEREST FOR THE TEMPORARY RESTRAINING


ORDER AND PRELIMINARY INJUNCTION TO BE GRANTED.

The public interest presented in this case is the need for public confidence when entering
into commercial contracts that mutually beneficial, longstanding contractual relationships may
not simply be abandoned by one party when a perceived "better deal" comes along. The ability
of a non-breaching party to quickly and efficiently enforce its rights under a contract must be
maintained. To allow the obvious, unjustified and continuous breach of a service contract, such
as the one in this case, while forcing the aggrieved party to pursue protracted litigation to enforce
its rights undennines the expectations of businesses and citizens who rely every day on those
promises to perfonn. The timely and economical remedy of a TRO/ preliminary injunction early
on is an essential element in maintaining the effectiveness and enforceability of commercial

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contracts.

v.

CONCLUSION

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For the above stated reasons this Court should grant the temporary restraining order
immediately and set a r:aring and grant a preliminary injunction on the same grounds.
DATED this

day of July, 2014.

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DENNETT WlrPEAR, LLP

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JEFFREY
LLIH , SQ.
Nevada Ba o. 00607
3301 N. Bu lo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

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EXHIBIT "1"

EXHIBIT "1"

CONTENT SERVICES AGREEMENT


lbis Content Service; Agreement (this
is effective as of Jwte 18, 2012 (the
"Effectjve Date") and is made by and between Pregame, LLC a Nevada limiled liability
COmpwlY (kl'..,namc'') and the uoden;igoctJ s.:rvie>:: provider (..Coqk;pt
Recilllls
A. Whereas, Coment Provider provides certain content regarding upcoming and past
spmting events and spons related information (collectively, the "Contem").

B. Whereas. Content Provider desires to provide such Content to Pregame on the


lermS and conditions set forth mthis Agreement
C. V.'bcn:as, Pregame desires to receive such Contelll on the terms and conditions set
forth in this Agreemem.

IN CONSIDERA nON OF the mattm described ahove and of the mutUal benefits and
obligations set forth in this Agreement, the parties to this Agreement agree as follows:
I.

Content Description.

Content Provider hereby agrees to provide Pregame the


Comeot (meluding inf01'1118lion on spons betting, injuries, news, and game
predictions). The tenu ksponsft applies to all the major spons of iuterest in
the Uniled States
American Football both College and Professional,
Major League Baseball, Basl:ethall both College and Professional, Ewopean
Football), in addition 10 sports of secondary interest such as bor.;c raciDg.
boxing. M'lXed Mania! Ans, golf. tennis, and o!hers. The Content may consist
of tex:t. audio, visual or any combination of the fon:going and may be
provided to Pregame in any murually agreed format whether tangible or
inlangible.

2. Content License. Content Provider hereby grams Pregame a license to

publish. display, reformat and distribute the Content via any means. Unless
staled otherwise on Exhil>it A (i) this license willl>e exciLLSive and
(ri) Pregame may sublicense its rights hereunder as a syndicator of the
ConteuL The pmtjes acknowledge and agree that some mutually agreed upon
portion of the Content (though no less than HI"A. of overall ConlCnt) v.ill be
provided to end users at no charge.
3. Bundling License, Pregame may
the content of other content providers.

Coolent Provider's Con\ent witb

4. Promotional Distributions. PreGame may pro>ide portions of the Conten\ to


end users at a sigoificanl discount as a promotion tool to boos\ general
premium Comeot sales. Any monies genenued by such promotional offerings
are maioed I 00% by Pregame to cover the administrative costs of sucb
promotioos. No more tbao 20% ofCoDtent Provider's total Coment can be

"J'f...

-------------------included in such discoWlted offerings over !he cour.;e of any calendar month
without the express consent of the Content Provider.

5. PreGame Promotional EfforL Pregame shall use all reasonable e[ons to


promutc
Conteut on l'n.."gwne s o!Tcrings such tlUII tho: Conleot is IIIDOilg
the top ranking percentage indiCBied on Exhibit A in terms of over.all

promotiooal effort of those who sell content through i'legame.

6. Content Pro'-idcr Promotional Effort. Content Provider sball use its best
effons to (i} promote the sale of the Content through Pregame's website; and
(ii) promote other content pn"iden: publishing content on Pregame s
website.
7. Quantitv of ContenL Content Provider shall produce content commensurate
with at least 30 hours of elTon per month (as measured by a n:asooably
content provider} and the Content produced must be at least of the
quality of content produced by similarly siwated content pro\iders.

8. Additional Senices. Content Provider fwther agn:es to provide such other


services as i'legame and Content Pro\'ider may agree upon from time 10 time
under !he terms of this AgrttmenL

9. Term and Tell!!jnation. Unless


staled on stated on Exhibit A. !he
tenn of this Agreement shall commence on the Effective Date and continue
Term:). Thereafter, this
for a period of five (5) years (!he
shall automatically renew on an annual basis for consecutive one (I} year
terms (each a
Term}. Either party may terminate this Agreemeot
either prior to !he conclusion of !he Initial Term or during any Renewal Term
upon at least thirty {30) days notice with such termination effecthe on !he
ne!CI renewal date. Either may terminate this Agreement for breach of a
material term of this Agreement upon at least thirty {30) days prior wriuen
ootic:e of termination provided the breach is not cured within such notice
period. During any period that Content Provider is (i} in breach of this
Agreement; (ii) is acting in an Wlprofessiooal manner or {iii) acting in any
manner which. in i'legame s sole discretion, reflectS adver.;ely on Pregame,
!hen Pregame may. in its sole discretion. restrict or suspend display and/or
promotion of the Conleo!.
l 0. Oblipions
10

During Notice Period. In the event that Content Pro\ider desires

terminate this Agreement. during the thirty (30) day notice period required

in Section 9. ho!h panics must maintain dealing coml'8"lhle to their dealings


prior to terminating this Agreement. including Coo\eDI Prolider continuing to
provide Content of comparable quantity and quality. After the expinuion or
termination of this Agreement for any reason. Content Prolider shall not
indicate 10 any thiJd party that Content Provider has ever provided con\eDl 10
Pregame.com.

I I. Compensation. Unless a specific compensation is set fonh on Exhibit A. the


parties sball mutually agree on the compensation for the particular item of
Content on an individual case hasis. Unless otherwise stated in Exhibit A.
Pregame shall have the right to determine, in its sole discretion, the price at
which the Content is made available in any and all mediwns.

12. Timing of Pavment. Compensation "ill be payable on a monthly basis, while


this Agreement is in force. Thollh Pregame bas a policy of making payments
as soon as possible. payment to Content Pro\"ider "ill be mailed by Pregame
\\ithin sixty (60) after the last day of the calendar month to which the payment
applies.
13. Confidential Information.
means any non-public
infonnation penainiDg to Pregame's business or technology. Confidential
information includes information disclosed by Pregame to Content Provider.
B.IId information learned by Content Pro>'ider during the course of or as a
n:sult of
Confitlent.iw l.uful1Wilion includes ilcms such as the
terms and existence of this AgreemenL information and documents
c:onceming Pregame processes; suppliers; customer lists; email lists;
advenisi ng and marketing plans; business Slralegics: profit margins; seasonal
plans. goals, objectives and projections; compilations. analyses, and
projections regarding company's dr.isions, Slores, prodUCI segments. product
lilies. suppliers. sales and expenses; files; trade secrets and patent applications
(priorto their being public); salary, staffing and employment information
(mcluding information about performance of other executives); and
techniques and any technical information not of a published nature
relating, for example, to have company conducts its busino::ss.
14. Oblieation of Confidence. Content Provider shall not divulge. disclose or
make accessible to B.IIY other person. linn. partnership, corporation or any
other entity any confidential information except when required to do so by a
coun oflaw. by any governmental agency having sopenisory lllllhority over
lbe business of Pregame or by any governmental body \\ithjurisdiction to
order Conlellt Provider to divulge, disclose or mal:e accessible such
information {each a "Compelled
Cootent Provider shall give
Pregame prior wrinen notice of any Compelled Disclosure and assist !'rq;ame
\\ilh the prevention of sucb disclosure or seeking confidential trc:alment of the
Confidential Information to be disclosed.
15. Rerum ofPropertv. At the requeSI of Pregame and/or on termination of this
AgreemenL Content Provider ....;u return to Pregame all doeumeots. records.
notebooks. media and anything else con!aining Pregame's confidential
information. including all copies lhereof, as well as any other Pregame
property in Content Pr0\1der"s possession, conuol or custody. Content
Provider will also delete from its computer or othet electronic storage medium
any Pregame proprieLary or confidential information, Not laler than twenty

(20) days after this Agn:ement is terminated Content Provider will certify in
writing to Pregame that Content Provider has complied with these obligations.
16. No Conf!jcting Oblications. During the term of this Agreement and for a
period of two (2) years after termination or expinllion. except as may be
expressly pennined on Exhibit A. Content Pro'ider will not. din:ctly or

indirectly, (i) be involved with a business which is in competition with


Pregame. or (ii) diven or anemptto divert any business that Pregame bas
enjoyed. After the tcnnination of this Agreement, Content Provider is
prohibited from coD!aCiin&, anempting to contsd, solidi any custOmer, buyer
or person or providing any C(llltcnt to whom Content Provider had contACt
with while fulfilling its obligatioos under this AgreemenL

I 7. Third Pam PlacemenL Unless otherwise suued on staled 011 Exhibit A. if


Pregame places Contc:n\ with web sites or other distributioo mecballisms
oper.ued by one or more third parties (each a Third Party Site"). Content
Provider agrees to waive Content Provider's relationship indefinitely with
sud! Third Party Site, so that Content Provider agrees to never contacl, soliciL
accept employment, offer services under any assumed name with that Third
Party Site both during and after the expiration of this Agn:emenL
18. Non-Solicitation. Any ancmpt on the pan of Content Pro\ider to induce an
employee or customer to leave Pregame. or any effon by Corueul Provider to
interfere .,.;th any relationship "ith Pregame employees or other content
providers would be harmful and damaging to the Pregame. Therefore,
Corucut Provider agr=s tlwt during W.. t.:nu of this Agn:.mu:nt and after
termination of this Agreement, Content Provider will not in any way directly
or indirectly:

a. inducc or anemptlo induce any employee or other CODtenl provider of


Pregame to quit employment or retainer.
b. othef"ise interfere with or disrupt the Pregame relationship with its
employees or other content pro,iders;
c. discuss employment opportunities or provide information about

competitive employmCDIIO any of the Pregame employees or other


content providers: or
d. soliciL eotice. or hire away any employee or other content
Pn;gaue.

of

19. Nom De Gambling. The term


De
refers to the identity
assigned to Comem Provider for use in associlllion with the Coolent. The
Nom De Gambling utilized by Pregame in connection "ith the Content will
DOl be restricted in any manner, and Content Provider bas no rights to use the
Nom De Gambling during ( c:xcept in coDDCCiion with providing Corucut to
Pregame) or after the conclusion of this Agreement. In the event the Nom De
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Gambling has been previously utilized bY Content Provider. then Content


Provider herebY assigns to Pregame any and all right, title and iDteresl Content
Provider may have in or to l'Uch Nom Oe Gamhling. The Nom De Gambling
for the Content is a uademark of Pregame. Content Provider shall not utilize
or anemptto register any name which is deceptively similar to the Nom De
Gambling provided by Pregame under the terms of this Agreement This
Section 19 is subject to modification as provided in Exhibit A.
20. Trademar;ks. Content Provider shall not utilize the IWilC Pregame or any of
Pregame's trademarks without the prior written consent of Pregame.
21. &!!hts in ContepL Content Provider agrees that any item of intellectual or
anistic property (including Content) genelll!ed or provided by Content
Provider in connection l>ith the performance of this Agreement is a -worlc for
hire" wtder all applicable laws and the sole property of Pregame.
22. AssienmenL Content Provider will not volUillllrily or by operation of law
assign or otherwise ti'IIDSfer its obligations under this Agreement without the
prior wrlnen consent of Pregame. Any anemptcd a.<Signment in violation of
this provision sbalJ be null and void. This Agreement will enure 10 the benefit
of and be binding on the panics and their respective pcrmined successors and
permitted assi(!IIS.

23. N01ure of Relationship. It is expressly agreed that Content Provider is acting


as an independent contractor and nO\ as an employee or agent in proiding the
ConleDL Content Proider and Pn:game acknowledge that this Agreement
does not create a partnership nr joint venture between them (unles< expressly
st01ed in any other prior agreement) and is exclusively a conuact for service.
24. Modification. Any amcodmcnt or modification of this Agreement or
additional obligation assumed by either party in connection witb this
wiU onl)' be binding if C\idenced in writing signed by each party
or an authorized representati\'e of each pany.
25. Notizs All uoti=. n:qu.::s!S, "'"WIJIKis ur uthc:r cuuunawicollions noquin:.J or
permined by the terms of this Agreement will be given in writing and
delivered to the parties of this Agreemeot at tbe addn:sses set forth in the
signature blocks below or such other addresses as either party may provide for
itself from time to time.
26. Attomevs Fees. In the event that legal action is brought to enforce or interpret
any term of this Agreement, the prevailing pany "'ill be entitled to recover, in
addition to any other damages or award. all reasonable legal costs and fees
associated l>ith the action.
27. Entin; Agn:emCIJL This Agreement represents the entire undcrsumding and
belweeo Content Provider and Pregame as to lbe subject mauer
and understandings
hereof. This Agreement supersedes any other
Com.em Services AgJteJUent

-- ......... _ , _____

________

bt:tween
Provid.:r and Pregame witb respect w any Conlelll or other
services. There arc DO other promises, represenllllions. understandings or
inducements other than those specinc:.ally set forth in this Agreement.
28. Indemnity. Content Provider ,.;II indemnify. defend and hold harmless
Pregame from and against any claims or actions by any other party, arising
from or relllkd 10 the proision of tbe Content by Content Proider or
Pregame's use thereof and pay all liabilities, COSIS (including attorneys fees)
and expenses incurred by Pregame in conoection therewith.

29. Headings. Headings are insel'll:d for the convenience of the parties only and
are not to be considered wben interpreting this Agreement.
30. lnteT!'!!!arion. Words in the singular mean and include the plwal and vice
versa. Wcmis in the masculine mean and include the feminine and vice versa.
The pluase
shall mean
without limitation."
31. Survival. The provisions of Sections 13, 14, IS, 1&, 19, 20, 21. 2& and
31 sbal1 SIJTvivc the expiration or tcnnination of this Agreement for any
reason.
32. Governing Law. This Agreement and !he performance under tbis Agn:ement,
and all suits and special proceedings under this Agreement, be construed in
ecx:ordaoce with and governed by the laws of the Stale of Nevada, without
refemu:e to its choice of law provisions. All actions and proceedings
pertaining 10 this Agreement will be filed and
in any stale
court or federal court located in Clad County, Nevada. Pregame and Comenl
Provider e>o:pressly consent to the
of these courts, agree that venue
is proper iD tbese couns and company and you consent 10 se,tice of process
mode 81 your last knoY;n address in companies records.
33. Severability. In the event that any of the provisions of this Agreement are
held to be invalid or unenfarc<:able in whole or in part. all other provisions
will nevertheless continue 10 be valid and enfo=able with the iDvalid or
\Dlcnfon:eable parts severed from the remainder of this Agreement.
34. Waiver. The waiver by either pany of a breach. default, delay or omission of
any of the provisions of this AGJCCIIIenl by the ather party ,.;u not be
coostrued as a waiver of any subsequent br.:ach of the same or other
proisioos.

35. Slogging ConienL In the event CDDtcnt Proider proides any content to blog
sites, bulletio botmls or other communi....Uoo fununs bustt:d by Pregame,
Cootenl Provider agrees to be bound by and strictly comply with the Terms of
Use lacaled at .....,.......rnegan.e.comlterms-of-scrvice

__,

- . . , . . - - - - - - - - - - - ' " ->.

IN WITNESS WHEREOF, the parties have duly executed lh1s Agreement as ofthe
dales set forth below inl.ellding that this Agreement be effective as of the Effec:live Datc.

Stale of

f\JJ lM[1

County of

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On Ibis. the

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day of

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me a no!Z public. the


1111dersigoed officer, per.;onaJty appeared
14{1-r! l L . known to me
(or satisfactorily proven) to be the per.;oo whose
is subsaibed to the wilhin
instrument. and acknowledged that be execwed the same for the purposes tben:iD
contained.

dVPin
name

Distribution and Compensation


Content Promotion Ranking TargeL The Content shall receive promotional effons
fi'om Pregame consistent with those provided 10 the 10p 100 pacent of those selling
content 111 Pregame.com
Compensation.
Year.. means the Clllcodar )'CIIf in wbicb the Elfective

))ale occWl>.

MCost of Growth" means ten pen:enl of the Growth Rl!te.


""Gross Revenues" meam swns actually received from the resale of all fee
based conteniiO end users (whether through Pregame or a Thini Pany Site).
'"CJTOwth
means the re!iull of dividing the Net Revenues for the prior
c:aleodar year by the Net Revenues for the Baseline Year. For avoidance of
doubt, the Growth Rale can not be less than zero.

"Necessw v Expenses" means COSlS reasonably necessary iD order 10 sell and


disuibUie content, including credit card processing fees, refunds, credits.
charges by affiliate parmers, the Content's proportionate share of credit card
ucbarge-bacl::s" as a peteen1 of total content sales, the Content's proportionate
share of COSI.s
in connection with Pregame's loyalty program and any
other costs reasoaably necessary 10 the ability 10 sell and djsttibute the
Content
"Net Revenues" means Gross Revenues minus Necessary Expenses during a
calendar year.

Rale" means 33o/o.

Net Revenues from bWlfiled content shall be divided pro-rata among the
cootribUIDrs.
Compensation Calcul!!lion
1. {Net Revenues from Content) X (the Commission R.au:)

=Gross Commissions

2.. (Gross Commissions) X (I .COS! ofGroMh) =Net Commissions


Nolc: 1 he
lhall39%.

made in SU:p 2 shall nul n:ducc Gross Comm;...iuns by gn:aiCf

If Content packajjes an: sold iD which the promised delivery of the Content
extends beyond the calendar month of purchase. the accounting of net revenue
corresponds with the actual delivery of the Content (i.e. the percentage oftbe
Exhibit A
C0111ent Servke> A5J"""m"''"'-DI

cooteotacrually delivered in a given calendar month v.ill dictate the peteentage of


package's net revenue alloned to thai
example, U: a Contelll package
is purchased on April I, and the Content IS proiDlsed to be deliven:d through
May 31. then the percentage of revenue allotted to April will be 50%, with 50"/o
alloned to May.

Certain OuaJjlicatiOs to Rjelns and Obligations:


Seo::tion 16: Notwithstanding the provisinllS of the first sentence of Section 16. Content
Provider may provide the Content to competitors nf Pregame after the ten:n nf this
Agreement
Seo::tinn 19: Pregame shall not tnake any fwther use of lhe Nom De Gambling upon
termination of this Agreement and. effective upon such termination, assigns to Content
Provider all right. tide and interest in and to the Nnm De Gambling.

Exhibit A

eoa...... Servio:s A&""""""""''"""''tt

EXHIBIT "2"

EXHIBIT "2"

SOCIAL NElWORK ADDENDUM


This Social Networll Addendum (this &;!dendum") is effective as of March
1, 2009 (the "Effective Date") and is made by and between Pregame, LLC a
Nevada limited liability company ("Preaame") and the undersigned service
provider ("Content Provide().
Recitals

A.
Whereas, Pregame and Content Provider have previouslY; entered
into a Content Services Agreement with an effective date of I 0 /8/:;up?
(the "Agreement") pursuant to which Content Provider provides to Pre!iame
certain content regarding upcoming and past sporting events and sports related
information (collectively, the "Content").

B.
Whereas, Content Provider desires to establish and maintain an
account on one or more social networking sites such as Twitter, Facebook and
MySpace (collectively, the "Social Sites") on which Content Provider will Promote
the Content.
C.
Whereas, the parties desire to establish certain understandings as
to Content Provider's use of Social Sites as set forth in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual
benefits and
set forth in this Addendum, the parties agree as follows:

1.
Defined Terms and Recitals. Capitalized terms not defined herein
shall have the meaning given to them in the Agreement. The above-referenced
Recitals are hereby incorporated in this Amendment by this reference. Except as
modified by this Amendment. the Agreement is hereby ratified and remains in tun
force and effect.
2.
Preaame Network. Pregame operates a website at
www.preaame.com (the 'Website") to which Content Provider provides the
Content As one of its features, the Website provides marketing and networking
functionality (the "Pregame Network").
3.
Promotion on the Precame Network. Content Provider may
promote its presence on Social Sites through the Pregame Network if and only if
all of the following are true: (i) Pregame is the registered account holder of the
applicable Social Site account (each an "Account"); (ii) Content Provider has
delivered the current user name and password for the Account to Pregame and
does not change these items without Pregame's prior written consent
(iii) Content provider shall not reference any third party (eg a competitor
Pregame.com) through the Account without prior written permission of Pregame;
and (iv) Pregame may modify the look and feel (but not the content) of the Social
Pages associated with the Account, including placement a "Sponsored by

S<>ciol N<t><ort< Addc:ndum


h...."l

Sl!.JI Yl("f_or, ,'\('.kEf.J.IEST

Pregame" or other logo. Content Provider covenants and agrees to maintain the
accuracy of each statement in this Section for the duration of the Agreement.
4.
Uguidated Damages. IN THE EVENT CONTENT PROVIDER
UTILIZES THE ACCOUNT IN VIOLATION OF SECTION THEN CONTENT
PROVIDER AGREES THAT PREGAME WILL BE DAMAGED IN AN AMOUNT
WHICH IS NOT READILY ASCERTAINABLE. DUE TO THE SPECIAL NATURE
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN.
FURTHER, CONTENT PROVIDER WISHES TO HAVE A UMITATION PLACED
UPON ITS POTENTIAL LIABIUTY TO PREGAME IN THE EVENT OF SUCH A
BREACH. THEREFORE, CONTENT PROVIDER AND PREGAME HEREBY
AGREE THAT CONTENT PROVIDER SHALL PAY THE SUM OF $50.00 PER
MARKETING MESSAGE TO ACCOUNT FOLLOWER (E.G., 1,000
FOLLOWERS- ONE MESSAGE $50,000) IN VIOLATION OF SECTION.
PREGAME AND CONTENT PROVIDER HEREBY EXPRESSLY AGREE THAT
SUCH PAYMENT BY CONTENT PROVIDER IS REASONABLE AND IT
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PREGAME AND
SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENAl.TY.
CONTENT PROVIDER AND PREGAME ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY
THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS.
Content Provider Initials:

_.{."""----

Pregame Initials:

f3

5.
Content Control Content Provider shall be responsible for all
content posted or otherwise transmitted through the Account. Content Provider
shall indemnify, defend and hold harmless Pregame from and against any and all
claims (including all fiabilities. costs, expenses (such as attorney fees),
obligations and damages) in any way arising from or related to the Account
6.
Effect of Termination. Content Provider's ability to access and use
of all Accounts pursuant to Section of this Addendum shall automatically
terminate upon terminatlon or expiration of the Agreement All other provisions
of this Addendum shall survive termination or expiration of the Agreement
IN WITNESS WHEREOF, the parties have duly executed this Social
Network Addendum as of the dates set forth below intending that this Addendum
be effective as of the Effective Date.

Social M!wcrt Addendum


(.'(-'11:"", SalVICD.-\Cil\i:u.tt:.:l

PREGAMELLC

By:
Name:

Title:

By:#? ,

??,. . . ..) c:.

!. .,c., ....

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Name: (qq.:.d. \r!'l"SA!$

C E c.)

Social N""'Oll> Addendum


Cm.TEJrr-1 SER\'ICE.S AGKEE.-4.-.T

.,

1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WIN SPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

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Plaintiff,

11

vs.

12

JOHN KARALIS,

case No:
Dept No:

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Defendant

14
15
16

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AFFIDAVIT OF RANDALL J. BUSACK IN SUPPORT OF TEMPORARY RESTRAINING


ORDER AND PRELIMINARY INJUNCTION
1.

Affiant is the Managing Member of Pregame LLC, a Manager-Managed Nevada

Limited Liability Company and Plaintiff herein.

18

2.

Affiant uses the name of "RJ Bell" professionally.

19

3.

Affiant is over the age of 18 years and can testify to the matters herein of his own

20
21
22
23

personal knowledge if called upon to do so.

3.

Affiant provides this Affidavit in support of Pregame LLC's Motion for Temporary

Restraining Order and Preliminary Injunction filed herewith.


4.

Plaintiff

operates

website

residing

on

the

wortd

wide

web

at

24

"www.pregame.com" (hereinafter "pregame. com or 'the website'). Through the website Plaintiff

25

provides sports related content of interest to sports fans and sports bettors.

26

content is provided free of charge to viewers of the website and other

27

"premium' content. can only be accessed through a paid subscription.

28

I
I
I'

Some of that
designated

Premium content

'
i

'

subscription fees are a main source of revenue for Plaintiffs business.

content from contracted content providers including Defendant John Karalis.

5.

entered into a Social Nelwork Addendum ("the Addendum") with Defendant Karalis.

Restraining Order and Preliminary Injunction as Exhibtts A" and "8", respectively.

6.

parties which was replaced by the Agreement. The parties have operated under the current and

11

previous contracts for a period of several years without incident.

12

7.

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Defendant Karalis, as well as the right to bundle such content with that of other providers. In

15

addition, the Agreement provides that Karalis may not publicly disclose information related to his

16

relationship with Pregame LLC, that Karalls will not undertake any conflicting obligations, and

17

that Karalis will not attempt to induce employees or customers of Plaintiff to leave Pregame LLC

18

or pregame. com. The Agreement further restricts Kalaris' use of the Nom De Gambling 'Vegas

19

Runner".

20

8.

21

Pursuant to the Addendum Plaintiff was entitled to be the registered account

holder of any Social Site accounts, including Twitter handles, utilized by Defendant Karalis in
1

' connection with the production of contenl Karalis was further obligated to provide the current

23
24

25
26 i
27

Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive

, license to "publish, display, reformat and distribute" all sports related content generated by

14

m
>

By its express terms the Agreement was to continue for a period of 5 years,

terminating in June 2017. The Agreement followed a previous similar contract between the

10

13

The

Agreement and the Addendum are attached to Pregame LLC's Motion for Temporary

>-

On or about June 18, 2012 Pregame LLC entered into a Content Services

Agreement ("the Agreement") with Defendant Karalis, and in or around 2009 Pregame LLC

Plaintiff obtains the

usemame and password for all such a=unts to Plaintiff and was prohibited from changing said
passwords without Plaintiffs prior written consent. Kanalis was also forbidden from referencing
any third party competitor to pregame. com on Social Sites without prior written consent of the
Pregame LLC. The Addendum includes a liquidated damages clause specifying damages for
each and every violation of the provisions outlined in this paragraph.

28

1
2
3
4
5
6

7
8
9
10
11

12

-'

13

>

1- w
1- z

z 0
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0 <

9.

On or about June 18, 2014 Defendant Karalis attempted to "resign" from his

contractual relationship with Pregame LLC. Upon information and belief Karalis was induced to
do so by an offer from a direct competitor to Pregame LLC. Since that time Karalis has engaged
in conduct in direct violation of his obligations and Pregame LLC's rights under the Agreement.
Those violations have been ongoing and continuous and have caused substantial damage to
' Pregame LLC.

The nature of the damage to Pregame LLC is irreparable inasmuch as the

content which Karalis is obligated to provide to Pregame LLC for distribution is being provided to
a competitor.

Once distributed to the public by the competitor such content cannot be

"undistributed" and the value of that content is lost to Pregame LLC forever. in addition, the ongoing disclosure of information related to Pregame LLC by Karalis further results in irreparable
harm as such information, confidential and otherwise, cannot be retrieved once made public by
Karalis.
10.

Further your Affiant sayeth naught.

14
15
16

17

SUBSCRIBED and SWORN to


before me this '&l
day of
June, 2014.

18
19
20
21
22
23
24
25
26

27
28

Electronically Filed

..

0810412014 11:05:25 AM

..,.....-

'

1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

Plaintiff,

11

vs.

12

JOHN KARALIS,

Case No: A-14-703627-C


Dept. No: IV

.J

>(

13
Defendant.

14

ttw

z
z

TEMPORARY RESTRAINING ORDER

>
w

15

16

17

>>(

COMES NOW, The Court, having reviewed Plaintiff's Ex-Parte Motion for Temporary
Restraining Order and, good cause appearing, hereby issues its Temporary Restraining Order
18

as follows:
Accordingly, based upon the foregoing Findings of Fact and Conclusions of Law,

19
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's
20
Ex-Parte Motion for Temporary Restraining Order is GRANTED as PREGAME LLC has
21
demonstrated a reasonable probability of success on the merits of its claim for breach of contract
22
and if Defendant Karalis conduct is allowed to continue, such conduct will cause irreparable
23
harm to PREGAME LLC for which mere compensatory damages is an inadequate remedy,
24
25

pursuant to NRS 33.010.


IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

26
27
28

is prohibited from providing content.. as that term is defined in the Content Services Agreement
between the parties, to any other entity including, but not limited to, www.PhillyGodfather.com or

"

,.

1
2
3
4
5
6
7
8
9
10
11
3

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"

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m
>

12
13
14
15

z
z

16

18

Ill

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17

any other competitor of PREGAME LLC, or otherwise engaging in conduct which competes with
the normal business of PREGAME LLC until further Order of the Court, or no later than

O.ufst 11u, w1+ .


IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis
is prohibited from utilizing the Twitter handle "@VegasRunner" and the Nom de Gambling

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

until further Order of the Court, or no later than

Restraining Order shall take effect immediately upon the filing of this Order, and its terms shall

be enforced under further Order of this Court.


IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC
shall post a bond or other suitable security in the amount of ONE THOUSAND DOLLARS
($1,000.00) in accordance with NRCP 65 (c) as security for such costs and damages as may be
incurred or suffered by any party who is found to have been wrongfully enjoined or restrained in
this action.

1'ik

/ol;;z..y

20
21
Submitted by:
, LLP

24
25
26
27
28

-t \ Ia 1'2l>

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary

DATEDthis

23

I+.

is prohibited from disclosing any confidential or non-public information related to Pregame LLC

19

22

l!o 1 2.o 14 .

'Vegas Runner" until further Order of the Court, or no later than

JEFFRE L. AL
Nevada B r
3301 N. Bu lo Dri , Suite 195
Las Vegas, evada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

'r .:.1/'fl

bj

liJ'

1
2
3
4
5

ectronically Filed

Fil;., with

08126/2014 04:45:47 PM

89.!er.c!2!.

'

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

...

.. -

CLERK OF THE COURT

HEARING REQUIRED
DATE:

Attorneys for Plaintiff Pregame LLC

T3ME:

6
7

DISTRICT COURT

CLARKCOUNTY,NEVADA

oq. a3. a.o rl/10 .oo a.m.


PLEASE PROVIDE A
COURTESY COPY OF THE
FILE STAMPED DOCUMENT TO

DEPARTMENT 4

9
10

PREGAME LLC, a Nevada Limited Liability


Company

11

12

.J

13

14

Case No: A-14-703627-C


Dept. No: IV

Plaintiff,
vs.
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

PLAINTIFF'S PETITION FOR AN ORDER


TO SHOW CAUSE WHY DEFENDANT
SHOULD NOT BE HELD IN CONTEMPT
(With Request for Order Shortening Time)

m
>

1- w
1- z

z
z
w
0
0

15
Defendant.

16

17

COMES NOW Plaintiff PREGAME LLC and petitions this court for its order to the

18

Defendant JOHN KARALIS to show cause why he should not be held in this Court's contempt for

19

his failure to abide by the Court's Temporary Restraining Order duly issued in this matter.

20

'7J>

DATED this

day of August, 2014.

21
22

DENNETT WINSPEAR, LLP

23
24
25
26
27
28

By=:;-;f;t::;;A
GA
-1-;-;:IEo;::R;-,E;::;S:vQ".----

JEFFR Y
Nevada
3301 N. Bu
Las Vegas,
Telephone:
Facsimile:

No. 08078
alo Drive, Suite 195
Nevada 89129
(702) 839-1100
(702) 839-1113

Attorneys for Plaintiff Pregame LLC

1
2

NOTICE OF MOTION
TO:

ALL INTERESTED PARTIES AND THEIR ATTORNEYS

3
4
5

YOU, AND EACH OF YOU, WILL PLEASE TAKE


will bring the above and foregoing PLAINTIFFS' PETIT
WHY DEFENDANT SHOULD NOT BE HELD IN

6
7

ICE that the undersigned counsel

N FOR AN ORDER TO SHOW CAUSE

ONTEMPT on for hearing before the above-

__ , 2014 at the hour of_


___ .m., or as soon thereafter as cou

8
DATED this ___ day of

gust, 2014.

9
10
11

"<
m
>

11- z
ld

z
z
ld
0

..

"

12

JEFFREY
Nevada Bar
. 008078
3301 N. Buffa o Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

13
14
15
16
17

AFFIDAVIT IN SUPPORT OF ORDER SHORTENING TIME

18
19
20
21
22
23
24
25
26
27

STATE OF NEVADA )

) ss:

COUNTY OF CLARK )
JEFFREY L. GALLIHER, being first duly swom according to law, deposes and says that:
1.

I am an attorney With the law firm of Dennett Winspear LLC, duly licensed to

practice law in the State of Nevada and counsel of record for the Plaintiff herein. My bar number
is 8078.

2.

That on or about August 1, 2014 this court issued a Temporary Restraining Order

directed at John Karalis, Defendant herein.

3.

That on or about August 14, 2014 this court issued its order extending the

effective date of said Temporary Restraining Order to August 29, 2014.

28

1
2
3
4
5
6
7
8
9
10
11
<

12

.J

<

13
14

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>

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15
16

4.

That after multiple attempts Defendant John Karalls was personally served with

the Temporary Restraining Order on August 16, 2014.


5.

That since being served with the Temporary Restraining Order Defendant Karalis

has continuously and repeatedly failed to comply with the restrictions contained therein.
Specifically, Karalis continues provide content to a direct competitor of Plaintiff PREGAME LLC
and also continues to utilize the Twitter handle "@VegasRunner" to direct internet traffic (i.e.
customers) away from Pregame.com and to a direct competitor's website in direct violation of the
prohibitions contained in the Temporary Restraining Order.
6.

That as a result of Karalis' ongoing failure to comply with this Court's order

Plaintiff PREGAME LLC continues to suffer irreparable harm which the order was specifically
intended to prevent
7.

That absent this Court's immediate and strict enforcement of its duly issued order

Plaintiff will continue to suffer irreparable harm at the hands of the Defendant.
8.

This request for an order shortening time is made in good faith and further based

upon the facts and circumstances outlined in the underlying motion.


Further Affiant sayeth naught.

17
18
19
20

SUBSCRIBED and SWORN to

21

before me this

22

August, 2014.

')0

day of

23
24
25
26
27
28

ORDER SHORTENING TIME

1
2

UPON application of counsel and good cause appearing,

3
4
5
6

IT IS HEREBY ORDERED that the within matter shall be heard on the

,2014, at the hour of 10:00

of

J?;

rtf...
day

a.m., or as soon thereafter as counsel may

be heard.
DATED:

t1u13:wi 28 ,

7
8
9
10

MEMORANDUM OF POINTS AND AUTHORITIES

11
<

"
f-

<

>

1- w
1- z

12

On

August 1, 2014 this court issued a Temporary Restraining Order directed at

13

Defendant John Karalis prohibiting him from engaging in certain conduct and on Augusl14, 2014

14

this court issued its order extending the effective date of said Temporary Restraining Order to

15

August 29, 2014. (Exhibit "1")


After multiple attempts Defendant John Karalis was personally served with the

z 0
z

16

18

Nevertheless, since being served with the Temporary Restraining Order Defendant

19

Karalis has continuously and repeatedly failed to comply with the restrictions contained therein.

20

Specifically, Karalis continues to provide content to a direct competitor of Plaintiff PREGAME

21

LLC and also continues to utilize the Twitter handle "@VegasRunner" to conduct business,

22

including, but not limited to, directing internet traffic (i.e. customers) away from Pregame.com

23

and to a direct competitor's website in direct violation of the prohibitions contained in the

24

Temporary Restraining Order. (Exhibit "3")

l&J
l&J

..
f-

<

17

25
26
27
28

Temporary Restraining Order on August 16, 2014. (Exhibit "2")

As a result of Karalis' ongoing failure to comply with this Court's order Plaintiff PREGAME
LLC continues to suffer irreparable harm which the order was specifically intended to prevent.
Absent this Court's immediate and strict enforcement of its duly issued order Plaintiff will
continue to suffer irreparable harm at the hands of the Defendant.

1
2
3
4
5

Plaintiff therefore requests that this court issue an Order to Show Cause why Defendant
should not be held in contempt for his blatant, willful and ongoing failure to comply with the
court's Temporary Restraining Order.
Respectfully submitted this

1_,'0

day of August, 2014.


DENNETT WINSPEAR, LLP

6
7
8
9
10
11
<

JEFFREY . ALLI
Nevada Bar o. 00
8
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

12

.J

"<

>

1- w
1- z
Ill

z
z
Ill "
0 "<
0

13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28

EXHIBIT "1"

>
<

Electronically Filed

08/04/2014 11:05:25 AM

..:-:

1
2
3
4
5

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgalllher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas. Nevada 89129
Telephone:
(702) 839-11 00
Fac:simila:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10
J
(

Plaintiff,

11

vs.

12

JOHN KARALIS,

Case No: A-14-703627-C


Dept No: IV

13
q

Defendant.

14

...
... z

"'zz

TEMPORARY RESTRAINING ORDER

15
16

17

18

Ill

19
20
21

22
23
24
25
26
27
28

COMES NOW, The Court. having reviewed Plaintiffs Ex-Parte MoHon for Temporary
Restraining Order and, good cause appearing, hereby issues its Temporal)' Restraining Order
as follows:
Accordingly, based upon the foregoing Findings of Fact and Conclusions of Law,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's
Ex-Parte Motion for Temporary Restraining Order is GRANTED as PREGAME LLC has
demonstrated a reasonable probabinty of success on the merits of its claim for breach of contract
and if Defendant Karalls conduct Is allowed to continue, such conduct will cause irreparable
harm to PREGAME LLC for which mere compensatory damages Is an inadequate remedy,
pursuant to NRS 33.010.
IT IS FURllfER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis
is prohibited from providing content, as that term Is defined in the Content Services Agreement
between the parties, to any other entity including, but not limited to, www.PhlllyGodfather.com or

_.,,

.-

1
2
3
4

5
6
7
8
9
10
11

12

..

1- w
1- z
R

....

13
14
15
16

17
18

any other competitor of PREGAME LLC, or otherwise engaging In conduct which competes with
the nonnal business of PREGAME LLC until further Order of the Court, or no later than

Q.ufst 111, 101t

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

is prohibited from utilizing the Twitter handle "@Vegas Runnel" and the Nom de Gambling
"Vegas Runner" until further Order of the Court.

14 .

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

is prohibited from disclosing any confidential or non-public infonnation related to Pregame LLC
until further Order of the Court,

+ \\Q 'li>L f.

or no later than

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary

Restraining Order shall take elfed immediately upon the filing of this Order, and Hs terms shall
be enforced under further Order of this Court.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC

shall post a bond or other suitable security in the amount of ONE THOUSAND DOLLARS
($1,000.00) in ac:cordance with NRCP 65 (c) as seculity for such costs and damages as may be
Incurred

or suffened by any party who is found to have been wrongfully enjoined or restrained in

this action.
DATEDthls

/,).;,;._;-

19
20
21

22

I!o 1 2o

or no later than

Submitted by:

23
24
25

26
27
28

Eleelronically Filed

0811512014 01:40:16 PM
1
2
3

4
5

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNElT WINSPEAR, UP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 8391 113
AUomeys for Plaintiff Pregame LLC

CLERK Of THE COURT

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

Plaintiff,

11

vs.

12

"

JOHN KARALIS,

..

13

14

">

15

....<
D

Defendanl
ORDER EXTENDING TEMPORARY RESTRAINING ORDER
COMES NOW, The Court having conducted a status cheek in the above-referenced

16
17

18
19
20

21

22

23
24
25
26

27
28

Case No: A-14-703627-c


Depl No: N

matter and, good cause appearing, hereby extends the Temporary Restraining Order issude by

the court on August 1, 2014 for a period of 15 days from the current date of expiration as

fonows:
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LlC's
Ex-Parte Motion for Temporary Restraining Order is EXTENDED until further Order of the Court
or no rater than

ZO llf.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from providing content, as that term Is defined in the Content Services Agreement

between the parties, to any other entity including, but not fimlted to, WINW.PhlllyGodfalher.com or
any other competitor of PREGAME LLC, or olheJWise engaging in conduct which competes with
the nonnal business of PREGAME LLC until further Order of the Court or no later than

zq.ft1_ 2DIL\-.

'

1
2
3
4

5
6
7
8
9
10
11
J

....
....

...

12

13

14

">

15

16

bJ
z c
z
bJ ..
0

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from ut!Tizing the Twitter handle "@VegasRunner" and the Nom de Gambling
"Vegas RullllSI" until further Order of the Court, or no later than

is prohibited from disclosing any confidential or non-public lnfonnallon related to Pregame LLC
until further Order of the COUrt, or no later than

au fOMil. zq ..ftt

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary


Restraining Order shaD lake effect immediately upon the flUng of this Order, and Its terms shaD
be enforced under further Order of this Court.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the security posted by


Plaintiff PREGAME LLC in the amount of ONE THOUSAND DOLLARS ($1,000.00) in
accordance with NRCP 65 (c) as security for such costs and damages as may ba incurred or
suffered by any party who Is found to have been wrongfully enjoined or restrained in this action
shall remain posted with the court.
DATED this

jt+.&.

day of

at

18
Submitted by;

20
21

22

23
24

25

2f" ZfJ pf. .

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

17

19

t1y

Nevada
3301 N.
lo Drive, SUite 195
Las Vegas. Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
AUomeys for Plaintiff Pregame LLC

26
27

28

0 >t...:>

OFFICIAL RECEIPT

...

District Court Clerk or the Court 200 Lewis Ave, 3rd Floor Las Vegas, NV 89101

Payor

Receipt

Pregame.com

No.

2014-92166-CCCLK
TfallllaCIIon Date

08N1!2014

I Dei@iiliOii

Amaun1 Paid

On Behalf Of Pregame LLC

A-14-703627-C

Pregame LLC, Plalntiff(a) vs. Jolln Karalls, Defendant(&)


Tempoi'IIJy Remlnlng Order
Ternpoi'IIIY Restraining Onler
SUBTOTAL

PAYMENT TOTAL
Ctleck

Tendered
Tolal Telldered
Change

08/1112014

02:45PM

cashier

Slallan AIKO

OFFICIAL RECEIPT

Audit

34415997

_ ____:;1,!::ooo=.o=..JoI

. .

EXHIBIT "2"

Electronically Filed

ORIGINAL

...
1

2
3
4
5

08/19/2014 08:49:40 AM

JEFFREY L GALLIHER, ESQ.

CLERK OF THE COURT

Nevada Bar No. 008076


jgalllher@dennettwlnspear.com
DENNETT IIIIINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 69129
Telephona: (702) 839-1100
Faoslmlle:
(702) 839-, 113
Attorneys for Plaintiff Pregame LLC

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

9
10

PREGAME LLC, a Nevada Umlted UabUily

Company

Plaintiff,

11

12

13

.
..

14

Case No: A-14-703627-C


Dept. No:

rv

vs.
JOHN KARAUS, an Individual DOES 1 lhrough
20; ROE COMPANIES 1 lluough 20; and ROE
CORPORATIONS 1 through 20, inclusive,

15

Defendant

16

17

18

19

20

21

SUMMONS- CIVIL
NoncE! YOU HAVE BEEN SUED. THE COURT MAY DECIDE AGAINST YOU WITHOUT
YOUR BEING HEARD UNLESS YOU RESPOND WITHIN 20- DAYS.
READ THE
INFORMA110N BELOW:

TO THE DEFENDANT: JOHN KARAUS


A Civil Complaint has been filed by Third-party Plaintiffs against you for the relief sal forth

22

In lhe Complaint

23

1.

If you Intend to defend this lawsuit. Wilhin 20 days after this Summons is

24

served on you, exdustve of lhe day cf service, you mllllt do lhe following:

25

(a)

FDa with the Clellt of this Court. whose address is shown belOw, a

26

fonnal written response to the Complaint in accordance wfth the

27

rules of the Court. with appropriate filing fee.

28

....
1

(b)

2
3

2.

against you for the reflef demanded In the Complaint. which could result In

the taking of money or property or other relief requested In the Complaint

3.

8
4.

15

16

have 45 days altar saMce of this Summons within which to file an Answer
or other responsive pleading to the Complaint.

13
14

17

18

The State of Nevada, its political subd'wisions, agencies, officers,

employees, board members, commlsslon members and legislators each

11
12

If you Intend to seek the advice of an attorney In this matter, you should do
so promptly so that your response may be filed on time.

10
l

Unless you respond, your default will be entered upon appllc:ation of the

Plaintiffs and fallwe to so respond wiD result In a judgmenl of default

19
20

21
22

upon the attomey whose name and

address is shown below.

Serve a copy of your response

Submllted by;
DENNETT WINSPEAR, lLP

23

24
25
26

27
28
2

AfFIQAVIT OF SERVICE
STATBOFNEVADA

COUNTY OF CLARK

) ss
)

Estela Sandoval, being first duly swom, deposes and says: That Affiant is a
cidzen of the United States, over eighteen years

age, employed by Elite Investigations,

Nevada Private Investigator's License Number 873, and not a party to, nor interested in

the proceedings in which this affidavit is m11de. That Affiant received one (I) Ct1Pf of the
attached Temporary Restraining Order, Summons and Complaint entitled Pregame LLC
v. John Karalls, on the 1611> of August, 2014. On August 16,2014, the Affiant per$onally

served the above referenced documents upon Jolm Karalis at his place of residence

located at 8055 Sapphire Cove Avenue, w Vegas, Nevada 89117.

Estela Sandoval

'<

State

County of Clark
Subscnlled and sworn to before

Onthis

dayof2014,by

lnJvu.f:F---

EXHIBIT "3"

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8/20/2014 8:31AM

Electronically Filed

08/29/2014 08:37:51 AM

1
2
3
4
5

ORO
JEFFREY L. GALLIHER, ESQ.
Nevada Bar No. 008078
jgalliher@dennattwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-11 00
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
7

DISTRICT COURT

CLARK COUNTY. NEVADA

PREGAME LLC,

10

"

<

Plaintiff,

11

vs.

12

JOHN KARALIS,

Case No: A-14-703627-C


Dept. No: IV

13
Defendant.

14

ORDER TO SHOW CAUSE


>

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To: JOHN KARALIS

LIJ
z c
z
LIJ
0 <

16

YOU ARE HEREBY ORDERED to appear before the District Court, Dept. No. 4, on the

17

23 day of September, 2014, at the hour of 10:00 a.m. and to show cause, if any, why you should

16

not be found in contempt of the Court and punished accordingly.

tt- z"

19
20
21

Submitted by:

22

23
24
25
26
27
26

JEFFR
Nevada
3301 N.
lo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

'I

Electronically Filed

'I
1

09/11/2014 08:56:15 AM

'

,I AACC
1

i>ROKOPIUS & BEASLEY


2 1 DONN w. PJWKOPHTS, ESQ.
3 1l Nevada State Bar No.: 6460
1t '-!,
fCf>f:jyJ'-'
;y, !'SQl
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'\.. B!'>')SI'
,,..\,..
"
.

il

CLERK OF THE COURT

Nevada Stale lk1rNo.: 12176

i. 931 Sooth Thin:i Stw:t


1Las Vegns. Nevada 89l01

! (702) 4'74-0500! Fax (702) 951-8022

I Attorney for

! gcneral@pandbbwyers.com

81

DISTRICT COURT
CLARK COUNTY, N.EVADA

-r-.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ,
I PREGAME LLC, a Nevada Limited Liability 'CASE No.: A-14-703627-C
I
!Company,
Dt'JlL No.: XXUI
.
r.............................................-.

10
'11

12

13

14

\I

15

i. JOHN KARALJS. an individual, DOES I

..

VS

! through 20; ROE COMPANIES

16

1 through 20,

inclusive,

'

17
18

19
20

!i ...,

1
1

JOHN Ki\.RALIS, individually,

.. - - - -

Counterclaimant,

Vs.

1I I
! . .. Ji\M!T!
I. . ll.
: :. :, .. .-C a :NevtK!a ..
..1ab'l'
1 tty
22
Cnrnpa.ny. DOES
ROE ENT!T!ES l1Ot1,
21

23

ComJterdefend<mts

24
25

ANSWER ANI> COUNTE.RCLAI.I\1

COivl.ES NOW, De.tendanl, JOHN KARALIS, by and through his attomey, DONN W

s !";,::;(,.
....l O.i" t,Je
' .aw
l
fi1rm, PR(JK<lP!l
'S' A;'
"'D BE AS
. 'LEY
<
!I"RCJ'K'()"'ll
, . , .J.,
.. .
. . . ;,,
: , an'l !"or ,,nswer
to
28 '

,I

l'

.t

Plaintiffs Complaint and Counterclaim against PlaintiU; admits, denies, answers, and alleges a>

J(>llows:

3
4

.l'A.RTIES ANO .JUUSOICTJON

l. Answering pamgraph l of PlaintitTs Complaint, Defendant admits in part and deo.ie:

6
7

in pan. Delendanr admits that

Comp<my duly organized pursuant to the laws of The State of N<>vada with it

PREGAME LLC, was a Limited Liability

principal place of business in Clark Cmmty, Nevada. As to any remaining allegation

10

within said pamgruph, Defendant denies the sam(;.

11
2.

12

13

Answering paragraph 2 ofP!uintitrs Complaint, Dd'emlfmt admits those alkgat\ons


contained in said paragraph.

'14

3,

Answe.ring

3 ofPlaintitl:'s Complaint, pursuant to Nwenher.ger Hercules-

15
16

17

utilization of Rule 1O(a) requires ... (2) pleading the basis t<x muning defendants by

18

other than their tnte identity, and c1 early speci(ying the connection between the

'19

intended defendants and the conduct, act.iv.ity, or omission upon which the cuuse of

20

21

action is based ... Satisfr1ction ofatl []dements is necessaq." Since Plaintiffs


I

22,1

allegations in said paragraph are imrulllcienlly p.!ed tmd provide no notice of the

23

parties or m:tiz,ns meant to be identified, nor does Plaintit'f provide the basis tor the

241

inability to ascertain the appropriak identity, this Answering Deft,ndunt is without

25

sufficient knowledge or information necessary to fbrm a belief as to the truth or

26

llllsity of said allegations and therefore denies said allegations.

27

28
2.

4.

Answering paragraph 4 ofP!ainti!rs Complaint, Defendant admits those allegations


contained in said paragraph.

H.

GENERAL ALLEGATIONS

Answering paragraph 5 of Plaintiff's Complaint, Defend11nt repeats and rcal!eges it

6
7

10

6.

Pmagraphs I through 4, inclusive, as .if fully set t(m.h herein.

'
Answering para&,'Taph 6 of Plaintiffs Complaint, Defendant admits in part and denie,
in parr. Defendant admits the alkgations '"ithin said paragraph with the exceptiml

10
being to the "in or around 2009" and denies this part. As to any remaining allegation ..

11

within said paragraph, Defendant denies the same.

12
13

7.

14

Answering paragraph 7 of Plaintiffs Comp!a.int, Defcmdant denies those allegation

contained in said parag,raph.

15

S.

'16

Answering paragraph 8 of Plaintiffs Complaint, Defendant admits in part and denic.


in part. Detendant adl1lits the allegations within said paragraph with regard to th

17

18

right to bundk such conwnt with that of other providers. .As to any remainin .

19

allegations wititin said paragraph, Detbmhmt denies the same.

20 1i
21

22

II

9.

II

contained in said paragraph.


!0.

23

25

27

Answering paragraph

J()

ll.

I,
i
I

Answeting paragraph ll ofPiainti.trs Complaint, Defendant denies th()se allegati()ns


in said paragraph,

fi

28 i' ''

of PlaintifCs Complaint, Ddendam denies those alkgation4

con.tained in said pawgraph.

24

26

,".nswcring paragraph 9 of Plaintiffs Complaint, Defendant denies those allegationl

HI.
FI.RST CLAIM FOR RELIEF
(Breach of Contract)

Answering paragraph 12 of Plaintiffs Complaint, Defendant repeats and realleges its


answers w Paragmpbs 1 through ll, indusive, as if thlly set fonh herein,
Answering paragraph 13 ofPiaimiJJ's Complaint, Defendaru: denies those allegation;;

contained in said paragraph.

Answering paragraph 14 nfPialntitrs Complaint, Detendant denies those allegations


contained in said paragraph.
Answering, paragraph 15 of Plaintiffs Complaint, Defendant de.nies those allegation&
comained .in said panlgraph,
Ansvcering paragraph 16 ofPiaintilTs Cnmplaint, Defendant denies those alkgations
contained in said paragraph.
Answering paragraph .!7 of Plaintiffs Complaint, Defendant denies those allegations
contained in said paragraph.
Answering paragraph 18 of Plaintiffs Complaint, Defendant denies those <lllegations
containtd in said paragraph.
.Answering pamgraph l9 of f'Jaintill's Co.mplaint, Defendant denies those allegations
contained in said pawg.mph.
Answering paragraph 20 of Plaintiffs Complaint, Dc.tendant denies those allegations
contained in said paragraph.

IV.

SECOND CLAIM FOR RELIEF

(Breach of the Implied Covenant of Good Faith and Fair Denling)

21.

answers to Paragraph:; !through 20, inclusive, as ifflt!!y set forth herein.

6
7

Answeting paragraph 21 of Plaintiffs Complaint, Defendant repeats and rea!!eges its

22.

Answering paragraph 22 of Plaintiff's Complaint, Defendant denies those allegations


contained in

paragraph.

Answering paragraph 2.3 of Plaintiff's Complaint. Defendanr denies those allegmions

10
contained in

11
12

24,

paragraph,

An:;wering paragraph 24 of Plaintiff's Complaint. Defendant denies those allegations

13

contained in said paragraph.

14

Answering pilragraph 25 of Plaintiff's Complaint. Defendant denies those allegations

15

contai.ned in S<tid paragmph.

16
17

26,

Answ<,ring parugraph 26 ofPlaini.iffs Complaint, Deiendunt denies those allegations

conia.incd in said paragraph.

18

19

v.

20

THIR]) CLAI.M FOR RELIEF

21
{Attorneys f'et.'S and Costs)

22
23

27,

24

25
26
27
28

Answering paragraph 27 ofPlaintHl's Complaint, Defendant rept>ats and real leges its
answers tn Paragraphs l through 26,

28.

as if fully set tbrth herein.

Answering ptlrugntph 28 ofPlaimin's Complaint, Defendant admits those allegations


contained in said paragraph.

29.

Answering paragraph 29 ofPlaintiffs Complaint, Defendant denies those allegations

contained in said paragraph.

30.

Answering paragraph 30 of Plaintiffs Complaint, Defendant denies those allegations

4
''ontained in said paragraph.

5
6

AFFIRMATIVE DEFENSES

FIRST AFHRMATIVE DEFENSE

8
9

A. Plaintiffs actions are barred and/or


I

10

I
II

11

estoppel m1dfor unckan hands.


SECOND AFFIR'VIATIVE DEFENSE

i21
13

by the doctrines of waiver, laches

B.

Plaintiff has released and discharged Defendant !Tom all obligations which

.I

Dct(:ndant owed to Plaimiff'.

i4

TlllRJ) AFF'IRMATIVE DEFENSE

15

C.

16

Plaintitrs ;1ctions an' bam.'d for inducement of Detendm1t \urder Duress :md Undui:

Influence.

17

iS
i9

D. The clBims nnd contentions of PlaintiiT as contained in the Complaint arc barred by

20

virtue of the filet that, to the extent

SLKh

aets m-e proven,

performed thos

21
acts and/or omissions attributed to him ptmluant to, and in confonnance with

22

Nevada law mtd any applicable contract or agl'l.'l!lllent.

23
24

FIFTH AFFlRMATIVE DEFENSE

25

E.

26

P!aint.Ln's claims

{;;)1:

relief are barred on the grounds th<ll Iktendunt has a valiL

justit!cation tor the alleged nonperfom1ilTK'<l of ftny applicable contract.

27

28

ttK

/!/

SIXTH AFFIRMATIVE UHENS.E

F.

,,,,

Plaintiff lacks standing to bring Uw dairns alleged in Plaintiffs Complaint.

SKVENTH A.FFJRMATlVE DEFENSE

4
G. The Complaint and eacb cause of action thereof, is barred on the grounds tha

conduct referred to in the Complaint

Defendant's materials

substantial factor in bringing <ibout the damages complained of by Plaintiff.

not 1

8
9

EIGHTH AFFIRMATIVE DEFENSE

10

H. Defendant hereby; requests a credit in the

11

mllOUllt

of any smns of

Hl{>ney,

12

<ither to or on behalf of Plaintiff prior w trial in thi;; action Jhm.l client>,

13

businesses, etc. that were paid to Plaintiff throogh Defbndmxl's conduct.

14

if any

NINTH AFF.lRMA TlVE

15
'16

Plaintiff is barred fi"om recovering any

damages herein i()r fililure tt

S]X'cillcally allege the items of special dumages claims, pursuant to Nevada Ruks o

Civil Proc<xlu.re 9(g)_

11.

19

20 I

21 1

22

!i

231
24

251
26

TENTH AFFIRl'\1ATfVE DEFENSE

I
J.

Defendant ulkgcs that. Plaintiti or other parties, persons, or en!lties, faikd to pe.rtbrrnl

'

pursuant to their contnwt Qr agreement with Defendant, then,by extinguishing

anyl

dmy to peJfom1lh1U m<IY have existed .tb.r Deiendant


ELEVENTH AFI<!RMATJVE DEF'ENSE

K. Dekndant alleges :.hat prior to the tommencenwnt of this action, Defendant dalyj

i
pcrforrned, satislled and discharged all duties and obligations that it may have owei.rl

27
28

I
I

to any and all parties involved, ariRi.ng ou1 of any and all agn''ements, repnosentatinns

warranties (express or implied, or wntracL if <my, made by or on behalf of Dckndantj

unless and until pwvented from doing so and any duty owed by Defendant to Plaintir4
;

:1

and/or any other party, if any was thereby extinguished,

'

4
TWELfTH AFFIRMATIVE DKFENS!i:

5
L.

6
7

Def-endant alleges that Plaintiff tili!ed to meet conditions precedent to enf(,rcc any]

and/or atl agrccn1cnts/contracts.

THIRTEENTH

TlVE DEFENSE

M. PlaintHf does no!. have a ripe cause of action.

10
FOURTEENTH AFFIRM.ATJVE D:HJ;:NSE

1i
12

N. Defendant alleges that recovery of unlimited punitive or exemplary damages is barred

13

because Nevada Revised Statute, Chapter 42, as amended, deny this Defendant equal

14 IId

protection of the law un<.kr Anick Four, Section 'l\wmy of the Nevada Constil.ution

15
16

and the Fm1rteenth Amendment to the United States Constitution.

I
;

FlFTEENTH AFFIRlVL\TIVE mwENSK

'17

0. l.kl:imchnt allege;; that any award of punitive, exemplary or special damages in

18
19

anion is barred as excessive, as the prodtlct of bias or passion and/or hy proceeding:

20

tack su.t!kient guidelines andfor the basic dements of fundamental fairness, under tlr

21
Due Process Clause of the Fourteenth /Unendmem to the Un.ited States Constitution

22
23

and Article One, Seerion Eight, of the Nevada Consritution.

24

SIXTEENTH AFFIRi'\1ATIVE DEfENSE

25

P,

26

Plainti!T has ll1ikd to plead any acts or omissions of Dctendam sufficknt to warran
considemtion of t'xemplary. ptmitive or special damages.

27
28

i t ,
;

' .'

.a

I
l

I'
I

SEVENTEENTH AFFIW\fAT!VE OFFENSE


Q. Defendant, not hdng

tully adYised as to all facts and circumstm.tces sm:rounding th

complsined

hereby

and reserve unto himself the defenses

o1

<K'c.ord and satisbction, arbitration and nward, disclli\rge and batlkn.tptcy,

'

failtwe of cnnideration, th!ud, il!egality, injury/damages by fellow servant, laches)

license, payment, relea5e, ws jmlicata, statute of frauds, and other contrac.l ddens\d

including but not limited to tl1ilure of cmmaot fixmation, absen,:e of

!'

Plaint.itrs lack of standing, absence, hick or failure of consideration, Hlusoryj

10

promist'll, l'hscnce \>f mutual assent, umtwll mistake and!or unilateral mistake vrhereir.

11

t\> perform

12

Plaintiff was aware of the mistake, mlsrepre;;t:ntation and!or !1aud,

13

unc<mscion,,bility, improper delegation of duties and/or assignment of rights

14

nonoccurrence of condition

excuse, and disclmrgc by pedzmnunee

15

.impossibility, impracticability, frustration,

16

ill.egality, resdssion. moditicationJ

17

novation. release, C<Ulce!lation, substituted contract, accourn stated, .lapse,

18

of law including but not limited

19

occurrence of condition S\lbsequent, and any other mauer constituting an avoidance OJ

20

w rmming of the statute of limitations. and!orl'

affinnar.ive defense which the f\1.rthcr investigation of this

may

21
applicable herein.

22

EIGHTEENTH AFFIRMATIVE DEFENSE

23

24

l
!

R. Plaintiff's Complaint on me herdn tails to state

25

it

claim against the IJefendant upm.'

which relief can be granted.

26
27

28

S.

Defendant alleges that Plaintiff has failed to mitigate their damages, if any.

AFFIRMATIVE DEFENSE

T.

lf any dmnagcs are awarded to

Plaintiff; they should be apportioned amongst th

Defendants according l(> their perL,entagc Qf liability.

TWENTYFIRST AFFlRMATIVE DEJ..'ENSE

lJ. The alleged covenant not to compete does not apply to independent contractorsJ
'

8. II'

i
10 \1

The covenant noi to compete was induced by Jhrud, misrepresentatiQn, and by


of consideration.

11

TWENTY-nmm AFFfRMATfVE DEFENSE

12

13

W. Plaintiff PREGAivlE LLC went .into delimit. thus relieving Defendant of

14
l

TWENTY-THIRD .AFFIRl\'lATIVE UEFF:NSE

16
X

'17
18

10

I!
Y

!\

241

filing of Defendant's Answer and thcrd(we, Defendant reserves the right to amend
Answer to <lllege additional .Affinnative Defenses if subst,quent

I
25'

26

I!/ I

2s

Pursuant to FRCP 11, all possible l!filrmative defenses may not have been allege
herein insoH1r as sufJicient facts were not uvai.labk atkr reasonable inquiry upon the

22

27

is unenforceable because there is inndcquate security fo

TWENTY-THUm AFFIRMATIVE DEFENSE

21

The covenant not to

the <'qioi.n.lng of the CoumerdaimanL

,;

20

23

<ill}

obligations.

'

15

il

T\\'ENTY-SECOND AFFlRMATIVE DEFENSE

gl

pursuant to NRS 613.200,

7 :1

'

COVNTERCLAIM

1
2

COMES NOW, JOHN KAR,\US, Counterc!aimant, by and through his attorney, DONN

W. PROKOPlUS, ESQ. of the law firm, PROKOPJUS & BEASLEY, and as and .tor

4
Counterclaim. against Countenldend>mts PREGAME LLC, a Nevada Limited Liability

Company, DOES 1-lUO. ROE ENTITlES I-100.

INTROJ)VCTION

Thi:; counterdaim involves egregious fraud and misrepresentation involving ar

orchestrated thdt of mo.tties due to the Counwr-plaintiff by misappropriating compensation du

10
to Countcrclnirmmt under the guise of n<mexlstent stock purchases. Said acts are williill. wanton

11

12

malicious, and the Cotm!er-ddendant is liable

13

dttmages wdl in exc.ess of Tt'n Thousand Dollars ($10,000).

14

recdved from th<' Counwrdefendant w\wn Cuunterdaimunt's wife was in critical condition

17

'

18

in dire need of medical treatment.

'19

Defendant pulled out the eoven<mt, and

27
28

induced the Counterclaimant to sign,


conduct not only invalidates the covenant not t

I compete, but also h .is unenforceable against an indepenJeni contractor.


The entirety of this mmsuctlon

such a malignant state of mind thm exetnplary

damages are 1varnmted. This counterclaim .t(,!Jows.

25
26

Said signing oct:urrcd literally at the bank, whc.n thd

review. se<:onds bdi.lre oht<tining the loan.

2.3
24

Mon..'Over, the Cmmte.rdelendan1

execute a void covenant not to compete under duress, in exchange for a desperation loan h<.

16

21
22

tor actual and punitive

impwpedy and unlav:thHy indw:ed the Counterdaimant, an independent contractor only, t

15

20

the Cmmterclaimant

JOHN KARALIS, O.mnlm,laimant,

by and through his attorney,

PROKOP!US, ESQ. subtnits us foll.ows:


!//

1j

DONN

W.

l'ARTJES AND JCRISDICflON

1.

That at ltll rimes rdenmt hereto. Counterclaimarn. JOHN KARAUS, was and is,

resident of Cl<u-k County,

of Nevada.

4
2.

That Cuunterddbndant PREGAME LLC. (hereinafter "PREGAME") is a

Do.mes!ic Limited Liability Cumpany, which operates in Las Vegas, Chrrk County J

Nevada.

3.

DOES l through V. i.nclusive, are fictitious names; that Counterclairmmt is


of the tn\C names of those so designated by such fictitious n:unes, and when the

10

names are discovered, Cour.lt<rclaimant will ask leave to ar.nend this Counterclnhr

11

Complaint and procttdings herein to substitute the true

12

I
I

of said Defemhmts.

CO\mtcrdaimanl belit'ves that each of the Cmmterdcfendanis designated herein as ;

13

DOE or ROE is negligent or

14

in some mmmcr for the events here.in

referred.

15
4.

16

The conduct of the Counter-defendant, and those actimc


,_. on behalf and in coni- rmctimJl
l

17

with PREOArvlE, LLC, occmrcd in and around Las Vegas, Clark County, Nevada-i

18

thus jurisdktion and venue are proper in

19

Eighth Judicial Distlict.

FACTS IN SUPPORT Of' COI.JNTKRCLAIM

20
2'1

5.

That the Counterclaimant was a fonner independent contractor for PR.EOAivfE, LLC.

6.

Thm. during the course of his tenure with PREGA!v!E, the manager, Ril.,NDALLj

22

BUSACK, withheld portions of

23

due Cmmterdaimant. claiming

these J.noni.es wuuld purchase stock for the Coun!.erdaimant.

24
7.

25

Thm rh..: Connterd<rimanl would wntinuousl.y

ownership th>m RANDALL BUS/'ICK, manager ()[ Counlc,rd.cfbndam PREGAME

27

yet he was never provided shares or anything to rc,prcsent his phamom ownership.
l

I
12

,,,ek an acc{)unting <ts his alleged stoc

26

28

'

8.

2
3

breakd0\-\1.\ was provided.

9.

and its agents, employees, assigns, and mru.mgers, constitutes fraud, theJI by false
pretenses, misrc,presentatlon, conversion, lU1jnst enrichment, and mher torts yet to

nmned.

8
I 0.

!L

12
13
"14

Thm in 20 J2, the Counterdefendant was in desperate and in di.re si.raits, due to hi.
wife's catastrophic i.ll.m,ss, which required hospitalization.

12.

That due to this situation, h<' was vulnerable.

t3.

That Cmmterclaima,nt reached om to RANDALL BUSACK, manager of PREGA!V1E

15

LLC fbr an advance.

16
17

That the Counterdefenda.nt is liable to the Connterdaima.n.t f(lr actu<>i and punitiv<

da.mages in excess of S .I 0, 000, fix which he now sues.

Jo

11

That Counterclaimant never received any share of stock, dc$pite having portions o.l
his pay whhhdd fcJr this ostensible purpose, and said condm't of PREGAlvtE LLC.

That Counterdnimant would seek a breakdown .fwrn the Counterclainumt, and nc

14.

18

That PREGAME LLC was in a uniqtle and supnior bargaining positi.on, and uniiJiriyj
i'
and inequitably induced the Coumerc!aimam, and independc.nt contractor, to sign

'19

one--sided covenant not to compete, while in the bank, without aHbrd.ing

20

Counterdaima.nt any reasonable opportunity to review.

21

15.

D1at the Counterc.

thl!

<KWd under duress, and this was known or should hav

22

be"n known by RANDALL BUSACK, acting in his capacity ac;

23

Counterdcfi:mdant PREGAME.

BUSACK deliberately withbdd the covenant unti

24

25
26
27

28

16.

That since PREGAME was misappropriating rnonies fmm Counterclaimant, lh


"advances'' were nothing more than payment of funds owed to him, thus there was
total failure of consideration for the execution of the cove.nani not to compete.

13

l'
That fb:r reasons indudi.ng fl1ilurc of consideration, duress, and justiJkation,

2
3

covenant not to compete is vnid.


18.

That the Counterdaimant .is entitled to 'kcluratory reliefinvalidating the covcnam no


to compete.

The Counterddendanl and others not yet named, in 20 13 and heyond, used the

Coumercla.hnant's pictun' in advertising in

with an of(shore gaming entity

8
9

20.

Thm appropriation of the CounterdainuJnl's com.mGr<:ial l.ikeness constitutes a


invasion of pril'iKy, an intentional tort

11

21.

12

That the Counlenldenda.n1 is Hable to the Cotmterclalma.nt 1:\.>r <Ktual und punitiv<
danwges in

22.

COUNT ONE CONVERSION

15

1'7

23.

Counterdaimant repeals the prior J)ilragraphs as if fully set out therein.

24.

That the tm't of conversion h defined as a distinct act of dominion wrongthlly exc,rtec

'

over another's personal property .in denial of, or inconsistent \\ith his titk or

18

!
therein or in derogation, exclusion, or defiance of such title N rigJus.

19

20

$1

That Counterdahnant reserves the right \o .unend this cmmlerciaim.

14

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(lf

25.

21

That the Counterdckndant, during the relevant time periods, through


agent/manager, RANDALL BUSACK, tortkntsly ;md wrongii.llly converted funds o

22

the Counkrclaimant.

23

That the Counterdetendam PREGAM.E LLC, and other DOE defendants not ye

24

named, ?<re l.iable to the Counkrda.imant

lWtlml and punitive dmnages in excess nJ

$10,000, plus prejudgment interest of 7%.

...Yl,

'

That the Counterdaimant is entitled to attorney's fees and costs, to be determined b;

the Court

II

:,

3/

COUNT TWO" VN.HJST ENIDCHMEJ\'T

28.

Counterclaimam rq.1eats the prior paragraphs as if fully set out therein.

29.

That

<:nrkhment exists when a pmiy confers a bendit on another party. the

receiving party appreciules such benefit, and there is ac.ccptance and retention by th

rect'iving pany of such benefit under circmnstnnccs such that it would be incquitabk

6
fi.1r him 10 rdain the benefit \Vithout payment of the value thel\;nf.

7
30.

That the

PR.EG!\!v1E

named, me .liable to the Cou.nterclab.nant .thr

and other DOE defentiants not ye


funds unjustly received and unjust!:

retained, Sllid timds obtain..:d through the false representation of stock pun:huses.

10
11

COUNT THREE INTENTIONAL MlSRIGI'RESENTATION

12

JL

Plaintiff repeats the prior paragn1phs as if fuH:y set out therein,


Thm a false representation made by a pany, knowledge <:rr belief on the part of
!

14

party that th<: reprcs<:ntation is false. an intention to .induce the other pmiy to act

15

rdian.:c upon the

16

justifiable reliance upon the representllti<ln o,.

the pdrt of the oflCnding

17

in taking

and damagt: resulting from ::>U<:

'18

reUam.x, arc tht

19

That PREGA'Iv1E LLC, acting through its manager RANDALL BUSACK. knowingiyj

20

made t\\lse representations to the Countcrclaimam that Counterc:laimant wouldj

21

receive stock in consideration ofwithhdd lunds.

'

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34.

23

That BUSACK, manger of .PREGAME, Ll .. C, knew that Counterdaimanl would rdy

on these representa !ions.

24

35.

25
26

of intl.!ntional 111Jsreprest!ntHtion.

l
i

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l

That Counter-defendant (lid not issue stock to Cmmterc!aimant, and knew at the tim<
of the misappropriation of Counterdairmmt's fhnds, that there would be no stock!

issued to Counterdaimant

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15

36.

That C\mntc-rclaimant is entitled to actual and punitive damages from PREGAME and
other nOf ye\ named DOE and ROE defendants well in excess of $.!0,0{)0, ii.1r whic

COUNT fOFR- H.ECLA.RATORY RKUEJ<

Counr.erdaimmn repeats the prior paragraphs as if Jhlly S<!t out therdn.

:l!L

That Counlterclaimant is, or was, a independent contractor J'.lr .PREGAME LLC.

39_

That Nevada does .not !\'Cognize the validity of covenants not to compete xor

i
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inde11e.ndent contractm'.

9
40.

10

37.

6
7

Thm a party has been ''\vrongflllly eTDoined," fbr porpows of provision of Federa

1'!

Rules of Civil Proeedun' allowing recovery of damages caused by in,iunction, if it i,

12

ultimately found tlutt enjoined party had at al.lti.mes right to do enjoined act

13
4l.

14

That \he pmvisiuns of }1Js!:l...J12.\li)., do not prohibit a person, association, comprmy

'15

or oftlccr fron1 n.egotlating7 executing and enJbrdng an agreenten

16

with an empi<Jyet: of the person, asstKiati.on, t'ornpany or corporation which, upon

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termination of tbe employ1ncnt, pmhihits the employee from:(a) Pursuing a simila I

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19

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21

!
!

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I
!

Tlwr in enacting

!;JJ<,!:l.....9.tL2Q.Q,

the legislature ;;peciJicaHy d.id not induLk

contracto-rs from eovenants not to C.f.nnpete.

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independent contractors, thus the legislative intcntkd to exclude independent

23

27

or con1pany

22

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vocation .in comp.ctition vvith or bt,comiml. cmjJinved bv u com]Jetitor o.f t11e personJ

/f/

I
I

j I

That n.'quiring the Counterdaimanl to stgn the covenant not to compet

2!
I
3!

sinxu!t<meously with the ndvance, which was .in reality payments of moni<'s already
due to the Countcrdaimant, \Vas a wrongful act, whid1 is Stlnldently coercive lc

5
to tile p<o'TVCtmtor's pressure.

7
44.

That lilr all of the above reasons, the covenant not to compdc is void an

uncnf(lrceab!e.

10

45.

11

adjudicate the rights, status, and. legal relations of the pa.'iies.

'-16.

Countcrclaimmn has a 1eg<tlly prote,:table interest in this controversy.

47.

'llte issue is ripe for judicial detcm1inatkm b-ecause it

12
i3

14

Umkr NRS 30.010 through 30.16\l, thb Court b<ts the jurisdiction and power

an

controvers)'

:: I

as to 1ht: ParlieR

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t\trther, harm is likdy to occur in the future absent r.his Court's adjudication.

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48.

That

and obHgation.s vis--a .. v!s the c.ovenant not h)

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au

and accordingly. tlw Plaintiff is entitled to a declaxalory judgmmrf

'!9
I

t:Olt)pete

under NRS 30.0 I 0 et seq, in

A. Countcrdd<:ndani's continued HCtions are without justification, are in had


!11.ith, and if permitted to continue, will cause irreparable if:\iury to
Counterplaintiff
B. That Coun\erclai.mant Jacks an adequate remedy.
C. That Counterclaimant requires an imme<iiate declaration thai the covenant not

among other reasons, unauthorized by Nevada

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to cornpett:'- b

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law, duress, and .!allure of cons.kkmtion,

17

D. That th\! Counterclaimant is excused from the covenant not to compete.

That the breach of contract by the detendam is of a wmi.nuing nmurc.

Counterc!a.imant requin's temporary and ptm1anent injunctive relief enjoining

and restraining the Counterdefendant from mten1pting to enforce the covenant

G. That Cnunwrdefcndants" actions have pl'\)Ximmdy caused Counterclai.mant to

incur attorney's iees and Detend<>nt.s tlhould be required to pay reason:1bk

attorneys fees to Plaintiff therefnr as special. damages u11der Sandy Valley

As.sL>c.

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'12

49,

Counterdaimant rqwats and re<llleges the prior paragraphs a<> ift\!!.ly set out therein.

50.

That the tort d . innLsion of privm:y, an appropriation tort,

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SL

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for actu<ll and pun.irive dmnf1ges in cxeess of S i

plus

interest.

PRAYER

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!!

II

WHEREF'ORE, Counwrclaimunt prays i(Hjudgmem as f\Jliows:


1. That Phint.if-Ii"Coonterde!:\cndants take nothing by way of their Complaint on flit

!!

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!
i

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""'

That the Countcrddendunts, known and unknown, arc liable to the

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"'Y7

That this "appropriation rort" seeks to protect individ<m!'s personal interest .in privac;1
as measured in terms of mental anguish from appropriation,

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'"1"
<.t>

iUld

or other such commercia! PUJ1X)Ses.

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unwanted

u.nporm.ilt\xi use of name or likeness of ordinary, w1celchrated person for

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0Hmer."l Assoc,, 1!7 .Nev. 948 (200/),

COIJNT f'!VE INVASION OF PRIVACY

10

22

v: Sk.:v Ranch

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2. 'l11at Plilintlff:!Counlerdd'enda.nt's Complaint be dismissed with prejudice:


3. Tlul.t the Court award dmnages to the Counterdiiimant well in excess of$\0,000, plu
prcJudg.rnent interest and attorney's ibes:

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4. That tbt' Court grant immediate declaratory

5. For such other and further relief as this Onm. may

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JUSt and proper m

premises;
:\

DATED this{(c:_.ilay ofSq)iember, 2014.


PROKOl'HJS & HEASLEY

BY:

.
PR\JR<1PlUS'&;tlEi\SVEY

"'

. . . . . . -.

D6:NN W. PR(jKOP!VS, ESQ.


Nevada State Bl\f'J<J():: 6460
,F'!'f''1"'
[:..;. .:W t R, Be. ''I , F."'
:',I., e "l
Nevada State Bar No.: 12176
9:\1 South Third Strec't
Las Vegas, Nevada 89101
(702) 4 74-0500! Fax (702) 95!-&022

JOHN KARALJS

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Attorney for Ddendant!Comxtcrdai.lmlnt

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and

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Electronically Filed

09/16/201411:13:59AM

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JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WJNSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702} 839-1100
Facsimile:
(702} 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

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DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

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vs.

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JOHN KARALIS,

>(

Case No: A-14-703627-C


Dept. No: IV

Plaintiff,

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Defendant.

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PRELIMINARY INJUNCTION
COMES NOW, The Court, having reviewed Plaintiffs Motion for Preliminary Injunction
and, good cause appearing, hereby issues its Preliminary Injunction as follows:

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FINDINGS OF FACT
1.

Plaintiff

operates

website

residing

on

the

world

wide

web

at

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''www.pregame.com" (hereinafter "pregame.com" or

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provides sports related content of interest to sports fans and sports bettors.

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content is provided free of charge to viewers of the website and other content, designated

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"premium" content, can only be accessed through a paid subscription.

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subscription fees are a main source of revenue for Plaintiffs business.

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content from contracted content providers including Defendant John Karafis.

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2.

website"). Through the website Plaintiff


Some of that

Premium content
Plaintiff obtains the

On or about June 18, 2012 Pregame LLC entered into a Content Services

Agreement ("the Agreement") with Defendant Karalis, and in or around 2009 Pregame LLC

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"

<(

>

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entered into a Social Network Addendum ("the Addendum") with Defendant Karalis.
3.

By its express terms the Agreement was to continue for a period of 5 years,

terminating in June 2017. (Exhibit "1", Paragraph 9) The Agreement followed a previous similar
contract between the parties which was replaced by the Agreement. The parties have operated
under the current and previous contracts for a period of several years without incident.
4.

Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive

license to "publish, display, reformat and distribute" all sports related content generated by
Defendant Karalis, as well as the right to bundle such content with that of other providers.
5.

The Agreement further provides that Karalis may not publicly disclose information

related to his relationship with Pregame LLC, that Karalis will not undertake any conflicting
obligations, and that Karalis will not attempt to induce employees or customers of Plaintiff to
leave Pregame LLC or pregame.com. The Agreement further restricts Karalis' use of the Nom
De Gambling "Vegas Runner."
6.

Pursuant to the Addendum Plaintiff was entitled to be the registered account

holder of any Social Site accounts, including Twitter handles, utilized by Defendant Karalis in
connection with the production of content. Karalis was further obligated to provide the current
usemame and password for all such accounts to Plaintiff and was prohibited from changing said
passwords without Plaintiffs prior written consent.

Finally, Karalis was forbidden from

referencing any third party competitor to pregame.com without prior written consent of the
Plaintiff. The Addendum included a liquidated damages clause specifying damages for each and
every violation of the provisions outlined above.
7.

That on or about June 18, 2014 Defendant Karalis attempted to "resign" from his

contractual relationship with Pregame LLC.

B.

Subsequently Karalis has engaged in conduct in direct violation of his obligations

and Pregame LLC's rights under the Agreement.

Such violations have been ongoing and

continuous and have caused substantial damage to Pregame LLC.


9.

The nature of the damage to Pregame LLC is irreparable inasmuch as the content

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which Karalis is obligated to provide to Pregame LLC for distribution is being provided to a
competitor.

Once distributed to the public by the competitor such content cannot be

"undistributed" and the value of that content is lost to Pregame LLC forever.
10.

The on-going disclosure of information related to Pregame LLC by Karalis further

results in irreparable harm as such information, confidential and otherwise, cannot be retrieved
once made public by Karalis.

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CONCLUSIONS OF LAW

Plaintiff's Temporary Restraining Order


1.

Article 6, section 6 of the Nevada Constitution specifically grants the district courts

power to issue writs of injunction. The basis for granting injunctive relief is equity. Sherman v.
Clark, 4 Nev. 138 (1868).

The granting of restraining orders or injunctions is a matter of

discretion. Coronet Homes, Inc. v. My/an, 84 Nev. 435, 437, 442 P.2d 901, 902 (1968), and
Thom v. Sweeney, 12 Nev. 251 (1877) .

2.

NRCP 65 recognizes three types of injunctive orders: (1) temporary restraining

orders, (2) preliminary injunctions, and (3) permanent injunctions.

NRCP 65 (2004).

The

purpose of a temporary restraining order is to prevent irreparable harm until the parties can be
heard on a motion for preliminary injunction. A preliminary injunction is designed to continue to
protect the applicant from irreparable injury and preserve or restore the status quo pending final
judgment. Ottenheimber v. Real Estate Division, 91 Nev. 338, 342, 535 P.2d 1284, 1285 (1975)
and Memory Gardens of Las Vegas, Inc. v. Pet Ponderosa Memorial Gardens, Inc., 88 Nev. 1, 4
492, P.2d 123, 124 (1977).
3.

NRCP 65 and NRS 33.010 authorize the Court to grant injunctive relief when the

commission or continuance of an act produces great or irreparable injury to the plaintiff. NRS
33.010 provides:

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An injunction may be granted in the following cases:


1. When it shall appear by the complaint that the plaintiff is entitled to the relief
demanded, and such relief or any part thereof consists in restraining the
commission or continuance of the act complained of, either for a limited period
or perpetually.
2. When it shall appear by the complaint or affidavit that the commission or

continuance of some act, during the litigation, would produce great or irreparable
injury to the plaintiff.
3. When it shall appear, during the litigation, that the defendant is doing or
threatens, or is about to do, or is procuring or suffering to be done, some act in
violation of the plaintiff's rights respecting the subject of the action, and tending
to render the judgment ineffectual.

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4.

relief, courts traditionally consider the following equitable criteria: (a} the threat of irreparable

injury; (b) the plaintiff's likelihood of success on the merits; (c) the relative interests of the parties,

or the balance of hardships on each party; and (d) the interests of the public. See, e.g. Miller v.

Cal. Pac. Medical Center., 19 F.3d 449, 456 (fil' Cir. 1994) citing U.S. v. Odessa Union

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Warehouse Co-op, 833 F.2d 172, 174 (9"' Cir. 1987).

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Breach of Contract
5.

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Basic contract principles require the following in order to establish the existence of

13

an enforceable contract: Offer, acceptance, meeting of the minds and consideration. May v.

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Anderson, 121 Nev. 668,672, 119 P.3d. 1254 (2005), citing Keddie v. Beneficia/Insurance, Inc.,

>

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94 Nev. 418,421, 580 P.2d 955 (1978)

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Although no precise burden of proof must be met by the party seeking injunctive

Generally speaking, when a contract is clear on its face, it ''will be construed from

17

the written language and enforced as written." Cantore v. Coast Hotels & Casinos, Inc., 121

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Nev. 771, 776 121 P.3d 599, 603 (2005). The court has no authority to alter the terms of an

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unambiguous contract. !d., citing Renshaw v. Renshaw, 96 Nev. 541, 543,611 P.2d 1070, 1071

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(1980).

ld

6.

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7.

A breacih of contract occurs where a party does not perform a duty arising under

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the agreement, and such failure is material. See Calloway v. City of Reno, 116 Nev. 250, 256,

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993 P.2d 1259, 1263 (2000) (reversed on other grounds), Olson v. Richard, 120 Nev. 240,89

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P.3d 31 (2004}.

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Accordingly, based upon the foregoing Findings of Fact and Conclusions of law,

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IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's

27

Motion for Preliminary Injunction is GRANTED as PREGAME LLC has demonstrated a

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reasonable probability of success on the merits of its claim for breach of contract and if

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Defendant Karalis conduct is allowed to continue, such conduct will cause irreparable harm to
PREGAME LLC for which mere compensatory damages is an inadequate remedy, pursuant to
NRS 33.010.

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7

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from providing content, as that term is defined in the Content Services Agreement
between the parties, to any other entity including, but not limited to, www.PhillyGodfather.com or
any other competitor of PREGAME LLC, or otherwise engaging in conduct which competes with
the normal business of PREGAME LLC until further Order of the Court.

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is prohibited from utilizing in any way the Twitter handle "@VegasRunner'' and the Nom de
Gambling "Vegas Runner'' or any derivative form thereof, until further Order of the Court.

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IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from disclosing any confidential or non-public information related to Pregame LLC
until further Order of the Court.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Preliminary


Injunction shall take effect immediately upon the filing of this Order, and its terms shall be
enforced under further Order of this Court.

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IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the security posted by


Plaintiff PREGAME LLC in the amount of ONE THOUSAND DOLLARS ($1,000.00) in
accordance with NRCP 65 (c) as security for such costs and damages as may be incurred or
suffered by any party who is found to have been wrongfully enjoined or restrained in this action
shall remain posted

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the court.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is ordered to immediately tum over control of the Twitter account associated with the Twitter
handle "@VegasRunner" to Plaintiff Pregame LLC to include the current password for said

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account. All associated account information, including but not limited to, the current operational
password, shall be provided to counsel for Pregame LLC within 24 hours of service of this order
upon counsel for Defendant Karalis.

SO ORDERED this

(>

'];;:;-

day of

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Submitted by:

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...
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JEFFREY .
LLI
Nevada Ba N . 00
8
3301 N. B
o Drive, Suite 195
Las Vegas, evade 89129
(702) 839-1100
Telephone:
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

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ami@)

Electronically Filed

09119/2014 11:43:28 AM

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PROKOPIUS & BEASLEY


DONN W. PROKOP!US, ESQ.
Nevada State Bar No. 006460
JEREMY R. BEASLEY, ESQ.
Nevada State BarNo. 12176
931 South Third Street
Las Vegas, Nevada 89101
(702) 474-0500 I Fax (702) 951-8022
general@pandblawvers.com
Attorney for-tleHmdant-JElHN KARAL!S

...

CLERK OF THE COURT

DISTRICT COURT
CLARK COUNTY, NEVADA

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PREGAME LLC,
Plaintiff,

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DATE OF HEARING:
TIME OF HEARING:

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vs.

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JOHN KARALIS,

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Defendant.

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. . . . , _ _,_ _ _..J....__ _ _ _ _ _ _ _ __

DEFENDANT'S MOTION TO REHEAR/RECONSIDER THE HEARING


OF SEPTEMBER 11, 2014; OR, TO SET ASDE THE PRELIMINARY
IN.JUNCTTON ISSUED ON SEPTEMBER 11, 2014; FOR DEFENDANT'S
ATTORNEY'S FEES AND COSTS
ORAL ARGUMENT REQUESTED: YES

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CASE NO.: A-14-703627-C


DEPT. NO.: IV

Defendant JOHN KARALIS, by and through his attorney, DONN W. PROKOPIUS

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ESQ., moves this Honorable Court for the following relief:

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1.

Rehearing/reconsidering the hearing of September II, 2014;

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2.

Dismissing/set1ing aside the preliminary injunction issued on September I 1, 2014

3.

For Defendant's costs and attorney's fees incurred herein;

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4.

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3

For such other and further relief as the Cou11 deems just and equitable.

This motion is made and based upon all the papers and pleadings on file herein and th
affidavit included herewith and is made in good faith and not to delay justice.

4
DATED this

\erA;,.-day of
!

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5;'//( , 2014.
i

. .J>RQKOPU]S & BEASIJlY ____ _

rn"I<r

BY:

, ESQ.

Las Vegas, Nevada 89101


Attorney for Defendant

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NOTICE OF MOTION

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TO:

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PREGAME LLC, Plaintiff

YOU, AND EACH OF YOU, WILL PLEASE TAKE NOTICE that the undersigne
will bring the above and foregoing Motion on for hearing in the above-entitled Court on th

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30

2014, at the hour

dayof _ _

day, in Department IV

111'"'

DATED this L.dayof

, /,

)t[l(:_._ _ , 2014.

PROKOPIUS & BEASLEY

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BY:

o'clock _.m. ofsai

POINTS AND AUTHORITIES

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Plaintii1; PREGAME, LLC (hereinafter "PREGAME") is engaged in the business o

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5

providing sports content and information to the general public, which tlses this infmmation fo1

.......... 6.
7

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and wagering. Defendant,

engagcdi_ __ _

the business of providing certain sports infortrtation to purveyors suchas PREGAME.


PREGAME and JOHN has had a business relationship for several years. TI1ey entered into
contract called a "Content Services Agreement" effective June 18, 2012.

The parties als

10
II

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entered into a "Social Network Addendum". Copies of these documents are attached hereto a.

Exhibits 1 and 2, respectively.

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14

Pursuant to the Content Services Agreement JOHN provides certain sports related
infom1a!ion to PREGAME along with an exclusive license that allows PREGAME to "publish

15

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display, refonnat and distribute" the infonnation JOHN provides.


PREGAME commenced this action against JOHN after he (JOHN) tenninatcd th

17

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pa1ties' contractual relationship on or about June 18, 2014.

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"information and belief' that JOHN did so because he received an offer fi'om one o

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PREGAME'S competitors.

PREGAME has alleged

The fact that PREGAME would make such an allegation

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01

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information and belief indicates that PREGAME has no evidence whatsoever to suppott th

23

claim.

24

PREGAME ever challenged the validity of JOHN's cancellation of the Content Service

25

Agreement. Nevertheless, PREGAME commenced this action with the filing of a Complaint o

26

PREGAME has not identified the competitor who supposedly made the offer. Nor ha

July 10, 2014, in which PREGAME alleged three causes of action, (I) breach of contract; (2

27
28

breach of implied .=nant of good faith and fair dealing; and (3) attomey's fees. Nowhere h

the Complaint did PREGAME request injunctive relief.


2

Six days later on July 16, 20I

PREGAME filed its, "Plaintiff's Motion For Temporary Restraining Order And Preliminar
Injunction".

The motion was originally scheduled to be heard on September 16, 2014

4
5

However, PREGAME's counsel apparently obtained an order shortening time which moved th

did not serve him with the motion or the iwdershortening time.

29, 2014 hearing JOHN had not even been served with PREGAME's Summons and Complaint

In fact, at the time of the Jul

Consequently, JOHN was unaware that PREGAME had even commenced a lawsuit against him

10
II

Not surprisingly, JOHN did not appear at the July 29, 2014 hearing. The minutes from the Jul)

12

29, 2014 hearing indicate that PREGAME's counsel Mr. Galliher told the Court that JOHN wa

13

out of the jurisdiction and he was unable to effect proper service. Mr. Galliher offered no detail

14

as to what efforts he made to serve JOHN. Despite these procedural circumstances, which clear!

15

16
17

did not give this Court personal jurisdiction over JOl-IN, a Temporary Restraining Order (TRO
was issued and signed by the Court on August l, 2014 and entered on August 4, 2014. The TR

18

restricted all of JOHN's business activities until August 16,2014- effectively putting JOHN ou

19

of business. The minutes from the hearing also indicate that Mr. Galliher was ordered to re-fil

20

and re-notice PREGAME'S motion. A review of the Court record indicates that Mr. Gallihe

21
22

never did so.

23

The Court set the matter for a s!Dtus check on August 12, 2014. For reasons that ar

24

unclear, no hearing was actually held on August 12,2014. Nevet1heless, on August 14,2014 th

25

Court signed an Order extending the Temporary Restraining Order to August 29, 2014. Thi

26

extension reiterated the same prohibitions contained in the original TRO.

It was not until

27

28

August 16, 20 !4, after PREGAME obtain1:d the extension of the TRO, that JOHN was final!

served with the Summons, Complaint and the Temporary Restraining Order (see affidavit o
2
3

personal service on file with the Court).

However, the affidavit of service states only that th

Temporary Restraining Order was personally served on JOHN. The extension issued on Augus

4
5

14, 2014 was never personally served on JOHN.

........ 6
7

8
9

a hearing date: However, on AUj,'llst 28, 2014 the Court signectyetru1other order extending th
TRO and a setting a hearing date on PREGAME'S motion for a preliminary injunction.

ThL

second extension also did nothing more than reiterate the same prohibitions contained in th

10

11
12
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14

original TRO. This second extension extended the TRO to September 11, 2014 at which tim
there would also be a hearing on PREGAME'S motion for preliminary injunction.
JOHN retained his current attorney, Mr. Donn W. Prokopius, Esq. on or about Auj,'llSt 19
2014. Mr. Prokopius appeared at the August 28, 2014 hearing. Neither Mr. Galliher nor hi.

15
16
17

client made an appearance. Substitute Judge Charles Thompson presided over the hearing. N
actual substantive proceedings occuned at the hearing. Instead, Judge Thompson informed Mr

18

Prokopius that the TRO was extended to September 23, 2014 when there would be a hearing o

19

PREGAME'S petition for an order to show cause.

20

The extension of the TRO to September 23,

2014 was in violation ofNRCP 65(b), which limits such extensions to no more than 15 days. B

21
22

the time of the hearing Judge Thompson had already sij,'lled the second extension of the TRO

23

Mr. Prokopius was not given a copy of that extension.

24

informed that the second extension of the TRO contained a hearing date of September 11, 2014.

25

Moreover, Mr. Galliher had failed to rc-file and re-notice PREGAME'S original motion for

26
27

28

Moreover, Mr. Prokopius was no

temporary restraining order and preliminary injunction and no proper notice of the September 11

2014 hearing was ever provided to Mr. Prokopius as required by E.D.C.R. 2.20. 1 A hearing di

occur on September !1, 2014. Mr. Prokopius was unaware of the hearing and made n

appearance. Consequently, a temporary injunction was issued. The temporary injunction wa

entered on September 16, 2014. Mr. Prokopius discovered what had occurred when he wa

-----6 .

on Se]Jt(l.l!_l_\)er

. -n: ARGUMENT

8
9

1. REHEARING/RECONSIDERING THE SEPTEMBER 11, 2014 HEARING


Rehearing/Reconsidering the September 11, 2014 Hearing

10

I.

11

EDCR 2.24 states:


Rehearing of motions.

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13

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20

(a) No motion once heard and disposed of may be renewed in the same cause, nor ma
the same matters therein embraced be reheard, unless by leave of the Court granted upon motiot
therefor, after notice of such motion to the adverse patties.
(b) A party seeking reconsideration of a ruling of the Court, other than an order whic
may be addressed by motion pursuant to NRCP SO(b), 52(b), 59 or 60, must file a motion of sue
relief within I 0 days after service of written notice of the order or judgment unless the time i
shortened or enlarged by order. A motion for rehearing or reconsideration must be served
noticed, filed and heard as is any other motion. A motion for rehearing does not toll the 30 da
period tor tiling a notice of appeal from a final order or judgment.
is granted, the Court may make a final disposition of th
(c) If a motion for
cause without re-argument or may restore it to the calendar for re-argument or resubmission o
may make such other orders as are deemed appropriate under the circumstances of the particulru
case. (Amended 12-5-86, eff. 2-3-87)

21

The case of Masonry and Tile Contractors v. Jolley, Urga & Wirth, 113 Nev. 737, 941

22

P.2d 487 (I 997) sets forth the standard to be applied by the district Court in assessing a reques

23

to reconsider. In Masonry and Tile the Nevada Supreme Court held that a district Court ma)

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25
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28

Rule 2.20. Motions; contents; responses and replies; calentlaring tt fully briefed matter.
(a) All motions must contain n notice of motion setting 1he same for hearing on a day when the judge to whoJ
!he case is ftSsigned is hearing civil motions and not less than 21 days from the date the motion is served and filed.
party filing a motion must also serve and tile with it a memorandum of points and authorities in support ef eac
ground thereof. The absence of such memorandum may be construed as an admission that the motion is no
meritorious, as cause fi>r its denial or as a- waiver of all grounds not so supported.

reconsider a previously decided issue if substantially different evidence is subsequent!

introduced or the decision is clearly eiToneous.

Following the hearing of September 11, 2014 U1e Preliminary Injunction was sent vi

4
5

email to Mr. Prokopius on September 16, 2014 at 4:53 p.m. JOHN's motion to rehear/reconside

Article 1, Section 8(5) oftheNevada Constitutioripfovtdes,

5.

9
10

II
12

No person shall be deprived of life, liberty, or property, wifuout due process of


law.

Due process requires that a pmty be given notice and an opportunity to be heard.

v. 11te Eighth Judicial Districl, 206 P.3d 975 (2009 Nev); Ogawa v. Ogawa, 221 P.3d 699 (200
Nev). (See also Abell v. Second Judicial Disr. Court, 58 Nev. 89, 71 P.2d 111 (1937) holdin

13
14
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17

that proper notice of an application to modify a decree of divorce as to the custody of a minm
child should be given to the adverse party, whether required by statute or not).
JOHN was never personally served with PREGAME'S Summons and Complaint prior t
the initial hearing in this case tl1at occurred on July 29, 2014. Despite this Court's clear lack of

18
19

personal jurisdiction over JOHN, a temporary restraining order was issued. JOHN was neve

20

given notice of fue hearing and an opportunity to be heard. Consequently, his fundamental righ

21

to due process was clearly violated.

22

jurisdiction to grant PREGAME the relief sought in its motion. Simpson v. Odonnell, 98 Nev.

23

516,654 P.2d 1020 (1982).

Without proper notice to JOHN the Court lacke

ln Simpson, the Nevada Supreme Court specifically held a,

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follows:
"Before adjudicating the incidences of the parties' marriage, however, the district Court i
required to obtain in personam jurisdiction over both Mr. and Mrs. Simpson. Vanderbil
v. Vanderbilt, 354 U.S. 416 (1957); Estin, supra; Farnham v. Farnham, 80 Nev. 180,391
P.2d 26 (1964); Summers v. Summers, 69 Nev. 83, 241 P.2d 1097 (1952). The distric
Comi did not have personal jurisdiction over Mrs. Simpson since she is a domiciliary o

2
3

Georgia and she did not appear in the divorce proceeding below. Thus, it could no
adjudicate Mrs. Simpson's rights to child custody, child support, and alimony. (ld, 9
Nev. at 5 I 6, 654 P .2d at 1020, emphasis added).
Obviously, if JOHN had been given proper notice of the hearing he would have filed at

Answer to PREGAME'S complaint and an opposition to PREGAME's motion and would hav

app_carc_c!_at_th<;_J_u].)'_29,

the Court explaining tharneaid not violate the terms of the agreement betweetnhe parties. Such

infonnation would certainly be substantially different evidence. If the Court had been aware o

JOliN

jnforn1ation t

these circumstances JOHN believes PREGAME would never have been granted a TRO or

10
II

temporary injunction. In addition, JOHN would have pointed out the failure of PREGAME'

12

counsel to comply with the requirements of NRCP 65(b) and (d) (discussed below). JOHN i

13

therefore requesting that the Court rehear/reconsider and vacate the temporary injunction issue

14

at the September J 1, 2014 hearing.

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16

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Setting the a temporary injunction issued at the Septembe1 11, 201


2.
Pursuant to NRCP 60(b).
NRCP 60. RELIEF FROM JUDGMENT OR ORDER
NRCP60(b) Mistakes; Inadvertence; Excusable Neglect; Newly Discoverc
Evidence; l<'raud, Etc. On motion and upon such terms as are just, the Court may relieve
party or a party's legal representative from a final judgment, order, or proceeding tbr th
following reasons: (I) mistake, inadvertence, surprise, or excusable neglect; (2) new!
discovered evidence which by due diligence could not have been discovered in time to move fo
a new trial under Rule 59(b); (3) fraud (whether heretofore denominated intrinsic or extrinsic).
misrepresentation or other misconduct of an adverse party; (4) the judgment is void; or, (5) th
judgment has been satisfied, released, or discharged, or a prior judgment upon which it is base
has been reversed or otherwise vacated, or it is no longer equitable that an injunction should hav
prospective application. The motion shall be made within a reasonable time, and for reasons (I)
(2), and (3) not more than 6 months after the proceeding was taken or the date that written notic
of entry of the judgment or order was served. A motion under this subdivision (b) does not affec
the finality of a judgment or suspend its operation. This rule does not limit the power of a Cou
to entertain an independent action to relieve a party from a judgment, order, or proceeding, or t
set aside a judgment for fraud upon the Court. Writs of coram nobis, coram vobis, audita querela
and bills of review and bills in the nature of a bill of review, are abolished, and the procedure fo
obtaining any relief frmu ..a_judgment shall be by motion as prescribed in thesJUJJles or by a
independent action.

The tempomry injunction entered on September 16, 2014. Prior to its issuance an initia

TRO was issued on July 29, 2014 and remained in effect until August 14, 2014. TI1e TRO wa

then extended to August 29, 2014 and then extended again to September 11, 2014.

September 11, 2014 hearing the TRO was replaced with a temporary injunction. JOIIN ha.

----6-

?.
8

At th

...... - ... - - -...........--.-::;:-;;-;c-;o ....----

brought his-met-ienwithin the 6 month time period provided in NRBP 60(b).fer-eaeh and ever
one of these orders. The case of J.eslie vs. Leslie, 941 P.2 451 (Nev. 1997), provides that whe

the Court assesses a Rule 60(b) motion, the Court must analyze the request in light of th

10

following factors: whether the movant (1) promptly applied to remove the judgment; (2) lackc

l1

intent to delay the proceedings; (3) demonstrated good faith; (4) lacked knowledge of procedura

12
requirements; and (5) tendered a meritorious defense.

The Nevada Supreme Court late

13
14
15
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17

eliminated the requirement U1a! a movant tender a meritorious defense. Epstein v. 15psleilt, 113
Nev. 1401, 950 P.2d 771 (1997).
llere, JOHN filed his motion within a matter of days of the entry of the tempora
injunction and a matter of weeks since the issuance of the initial TRO on July 29, 2014 and it

18

19

subsequent extensions. Neither JOHN nor his lawyer was ever given proper notice of any ofth

20

hearings that resulted in the issuance of these orders.

21

proceedings. In fact, he acted promptly to rectify this situation when he discovered what ha

22

occurred. JOHN is acting in good faith because he clearly has legitimate issues to be raised tha

23

JOHN has not tried to delay thes

have never been fairly addressed. At the very least, he has the right to present his evidence an

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25
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28

make his arguments to the Court before the Court issues an order that effectively puts JOHN ou
of business and prevents him from eaming a livelihood.
JOHN is not sophisticated in legal matters. Up to now he has not been represented b
counsel. He has no legal training and although he would undoubtedly have known enough t

seek legal counsel there was little that he could not do when he was never given notice of any o

2
3

these hearings.

Taken in their entirety, these circumstunces unquestionably constitute surprise

mistake an excusable neglect as contemplated by NRCI'60(b) and thereby justify setting asid

5
6

the temporary restraining order, the subsequent extensions and the temporary injunction.

... ...IQHN

g()od reason toopposeirot only tlre_T!{.Q and

..!'?f\(l_nsions but th ------ .

7 temporary injunction as well because none of these orders comport with"NRCI' 65.
8

The initial Temporary Restraining Order was issued and then extended unde
circumstances where no proper notice or an opportunity to be heard was ever given to JOHN.

10
11

Indeed, when the initial TRO was issued on July 29, 2014 JOHN had not even been served wit

12

the Complaint.

13

jurisdiction over JOHN. It is hard to imagine that a TRO would be issued that restricts a JOHN'.

14

ThtlS, as previously discussed, this Court had not yet acquired persona

fundamental right to earn a living when the Comt had not even acquired personal jurisdictio

15
16
17

over him. Yet, that is exactly what occurred.


While NRCP 65(b) contemplutes that an ex parte restraining order may be issued it car

18

only be issued under certain limited circumstances specified in the rule. Specifically, NRC

19

65(b) govems the issuance of an ex parte a temporary restraining order. It reads as follows:

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23

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25
26

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28

NRCP 65(b) Temporary restraining order; notice; hearing; duration. A temporar


restraining order may be granted without written or oral notice to the adverse party or that patty'
attomey only if (I) it clearly appears from specific facts shown by affidavit or by the veri fie
complaint that immediate and irreparable injmy, loss, or damage will result to the applican
before the adverse party or that party's attorney can be heard in opposition, and (2) the applicant'
attorney certifies to the Court in writing the efforts, if any, which have been made to give th
notice and the reasons supporting the claim that notice should not be required. Every temporar
restraining order granted without notice shall be indorsed with the date and hour of issuance
shall be filed forthwith in the clerk's office and entered of record; shall define the injury and stat
why it is i!Tcparablc and why the order was granted without notice; and shall expire by its ternr
within such time after entry, not to exceed 15 days, as the Comt fixes, unless within the times
fixed the order, for good cause shown, is extended for a like period or unless the party agains
whom the order is directed consents that it may be extended for a longer..period. The reasons fo
the extension shall be entered of record. In case a temporary restraining order is granted withou

HJ

notice, the motion for a preliminary injunction shall be set down for hearing at the earlics
possible time and takes precedence of all matters except older matters of the same character; an
2 when the motion comes on for hearing the party who obtained the temporary restraining orde
3 shall proceed with the application for a preliminary injunction and, if the party does not do so
the Comt shall dissolve the temporary restraining order. On 2 days' notice to the party wh
4 obtained the temporary restraining order without notice or on such shorter notice to that party a
the Court may prescribe, the adverse party may appear and move its dissolution or modificatio
5 and in that event the Court shall proceed to hear and detem1ine such motion as expeditiously a
.. --6.- the
require, .....
1

----.--

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8

There arc:;-twcnequirements that .must be met for the Court to issue all ex parte temporar
restraining order. The Court can only do so when

(1) it clearly appears from specific fact

shown by affidavit or by the verified complaint that immediate and ineparab!c injury, Joss, o

10
11

damage will result to the applicant before the adverse pmty or that patty's attomey can be hear

12

in opposition, and (2) the applicant's attorney certifies to the Court in writing the efforts, if any

13

which have been made to give the notice and the reasons supporting the claim that notice shoul

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15

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17

not be required.
Neither of these two requirements was satisfied before the Couti issued the initial TR
on July 29, 2014, or, the two subsequent extensions. PREGAME's motion for a TRO w

18

accompanied by a supporting affidavit by someone calling himself "RJ Bell". "RJ Bell" is a

19

alias- a fact admitted in paragraph 2 of RJ Bell's affidavit in which he states that he uses th

20

name RJ Bell "professionally"- whatever that is supposed to mean. RJ Bell's true identity i

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22

otherwise unknown and therefore it is unknown whether the person purporting to be RJ Bell wh

23

signed the atridavit is a bona fide representative of PREGAME, a stranger, an impostor or

24

straw man. Moreover, in paragraph 9 of his affidavit "RJ Bell" alleges that after JOH

25

terminated the Contract Services Agreement he (JOHN) " ... has engaged in conduct in direc

26

violation of his obligations and PREGAME, LLC'S rights under the agreement.

Thes

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28

violations have been ongoiltg and contirumus and if caused substantial damage to PREGAME ...

LLC".

2
3

RJ Bell's allegations are not actual evidence. They are nothing more than concluso1

statements that are insufficient to support a request for a temporary restraining order or
preliminary injunction. Nowhere in his affidavit does RJ Bell describe actual specific instance

4
5

of conduct that JOHN is alleged to have engaged in that would constitute a violation of th

customers, distributing content to competitors of PREGAME, identifying those competitors, etc

PREGAME's complaint is similarly devoid of any specific factual allegations. Without specifi

facts PREGAME cannot show that it has suffered immediate and irreparable injury, Joss,

01

10
11

damage will resull to it before JOHN can be heard in opposition to PREGAME'S ex part

12

request for a TRO. In addition, PREGAME's lawyer failed to certify to the Court in writing th

13

efforts, if any, he made to give JOHN prior notice or the reasons why notice should not b

14

required. In fact, circumstances clearly indicate that PREGAME and its lawyer were actual!

15
16

17

playing games with the TRO process by deliberately withholding notice from JOHN that
lawsuit had been commenced until after an ex parte TRO had been issued. PREGAME and it

18

lawyer certainly knew where JOHN lived. Yet, they made no effort to immediately serve JOH

19

with the Summons and Complaint. At the July 29, 2014 hearing PREGAME'S lawyer, Mr.

20

Golliher told the Court that JOHN out to the jurisdiction. After the TRO had been issued on Jul)

21

22

29, 2014 PREGAME still made no effort to serve the JOHN. It was only when the TRO w

23

extended on August 14, 2014 that PREGAME'S lawyer needed only two days to personally

24

serve JOHN at his home with the Summons, the Complaint and the TRO.

25

Complaint was filed on July 7, 2014. It is inconceivable that PREGAME'S lawyer could no

26
27

28

serve JOHN until five weeks later.

PREGAME'

The TRO that was issued on July 29, 2014 is similarly defective. NRCP 65(d) sets fort

what must be contained in a TRO or temporary injunction. It reads as follows:

NRCO (d) Fonn and scope of injunction or restraining order. Every order granting aJ
injunction and every restraining order shall set forth the reasons for its issuance; shall be specifi
in tenus; shall describe in reasonable detail, and not by reference to the complaint or othe
5 document, the act or acts sought to be restrained; and is binding only upon the parties to th
------6- . _a<;ti()n, their oflicer_s,
_and atl_o!11eys,
active concert or participation with them who-r-eeeive actual-notice of the order by personal
7 setvice or otherwise.
4

The TRO that was issued on August 1, 2014 the two subsequent extensions and th
temporary injunction arc all deficient because they failed to describe in reasonable detail th

10
ll

reasons for its issuance.

The Nevada Supreme Court has specifically held that a restrainin

12

order or preliminary injunction issued hy a trial Court is void, not merely voidable, unless th

13

Court issuing the same sets forth in the order the reasons for its issuance, is specific in its tenn.

14

and describes in reasonable detail, not by reference to the complaint or other documents, the ac

15
16
17
18
19
20

or acts sought to be restrained.

Webster v. Steinberg, 84 Nev. 426 84 Nev. 426, 442 P.2d 894

(1968 Nev). None of these four separate documents contain any specific facts that justify th
issuance of the TRO or a temporary injunction.
For these reasons, JOHN is respectfully requesting that the tempormy injunction be sc
aside and that the Court set the matter for an evidentiary hearing.

21

22
23

24

25
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27

2. ATTORNEY'S FEES
NRS 18.010 provides as follows:
2.
In addition to the cases where an allowance is authorized by specific statute, th
Com1 may make an allowance of attorney's fees to a prevailing party:
When he has not recovered more than $20,000.00; or
(a)
(b)
Without regard to the recovery sought, when the Court finds that the claim
counterclaim, cross-claim or third party complaint or defense of the opposing party was brough
without reasonable ground or to harass the prevailing party.

under a statute or rule and that in exercising its discretion, the district Cout1 must evaluate th

2
3

factors set forth in Brunze/l v. Golden Gate National Bank, 85 Nev. 345, 455 P .2d 31 (1969)
including the qualities of the advocate, the character and difficulty of the work performed, th

work actually performed by the attorney, and the result obtained. In this case, JOHN'S counsc

_,_ 6 ..

__!'ho has .Jitigate<J_ num_<!l'()US divQre, custody,

7 ctiVtJtce actions. The legal represelltll1ion in this caseinvolvcd the collection and analysis ofth
8
9

pertinent information, the preparation of legal documents and Court appearances.


counsel expects to obtain a good result based on the facts of the case.

JOHN'S

JOHN is therefor

10

11

requesting that he have an award of attorney's fees in the sum of$2,500.00.

12

WHEREFORE, JOHN is requesting that he have the relief sought the foregoing motion.

13

DATED this

14
15
16

W'' day of

(ef(

' 2014.

PROKOPlUS & BEASLEY


BY:
0

S, ESQ.

.23-Mlouth Thir-d ..Str et


Las Vegas, Nevada 89101
Attorney for Defendant

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2
3

AFFIDAVIT OF JOHN KARALIS

5
-.-___-___-__-__ -

6- .. STATE OF NEVADA- -7
COUNTY OF CLARK

------)-----------=--=-)
)

ss.

10

l.

JOHN KARALIS, being first duly sworn on oath, states as follows:

2.

That l am the Defendant in the above-entitled action.

11

That I read the foregoin

motion, including the points and autholities and any exhibits attached hereto and th

12

same are true and correct to the best of my knowledge and belie[

13
14
15

3.

For these reasons, I am requesting that the Court grant me the relief sought in m
motion.

16

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23

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25

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My

JOOlSOUSA.
NOTARY PUi:1UQ
STAnO OF Nl:."VAD.\
I:><Pi'e<ll to.-11
No;0010o!.1\3-1

EXHIBIT "1"

---. ._... ...

........ -------- -- ...

-----

EXHIBIT "1"

.......

.. . ----

CONTENT SERVJCES AGREEMENT


This Content Services Ag=ment (this
is effective as of June 18, 2012 (the
"Effective Date") and is made by and between Pregame, LLC a Nevada limited liabilitv
001p10Qy ["Pmame'') and the Wl<kllii!lllcd $t:Mce provider ("Content Provider").

RediJlls
A. Whereas, Content Provider provides certai.D CODietll regarding upcoming and past
SJ>(lrUng events and sports relmed information (collectively,

B. Whereas, Content Provider desires to provide such Conteutto Pregame on the


lctmS ond coDdilions set fonb iD this Agreemc:nL
C Wben:as. Pregame desires to receive such Content on the terms and coDdilioDS set
fonh in this Agreement.

lN CONSIDERATION OF lhe mutters d=ibed above and of the mutual benefits and
obligatiODS set forth iD this Agreement, the parties to this Agreement agree as foUows:

1. Content Description. Contem Provider hereby agrees to provide Pregame the


Content [mcludiog infonnalion on SJ>(lrts bettins, injuries, news, and same
predictions). The tcml
applies to all !he major SJ>(lrts ofimerest in
the UniiOd States
America11 Football both College and Professional,
Major League Baseball, Basl:etball both College and Professional, European
Football).ln addition to sports of secondary inlereSt sueb as borse racing.
boxing. Mixed Martial Arts. fl.olf. tennis, and others. The Content may consist
oft.c><t. audio, visual or any combination ofthe foregoing and may be
provided to Pregame in any mwually agreed formal whether tangible or
intangible.
2. Content License. Content Provider hereby grants Pregame a license 10
publish. display. reformat and distribnte lhc Content via any means. Unless
stated Cltherwise on Exhibit A, (i) this license will be e><clusive and
(ri) Pregame may sublicense its rights hereunder as a syndicator of the
CooteoL The parties a.:knowledge and agree that some mutually ll/lfCed upon
portion oftbe Content (thOIIIJh no less !han 10% of overall ConiCn!) wiU be
provided to end users at no charge.
3. Bunciline Licen:;e. Pregame may bulldk Con\ellt Provider's Cooleut with
the content of other content providers.

4. Promotional Distributions. PreGame may pro,idc portions of the ContenllO


end users at a sigmfiamt discoiUII as a promotion 100110 boost
premium Comem sales. Any monies generated by SIICh promotiolllll offerings
are relllined IOO"A. by Pregame to cover the administrative COSIS of such
promotions. No
Ih1111 20% ofCootem Provider's total Cooteot caD be
1

-::Jf..

----------------

included in such discotmted offerings over lhe row-se of any calendar moolb
wilhoUI the express consent of the Content Provider.

5. PreGame Promotional fJTort. Pregame shall use all reasonable efforts to


promote d1e Conlalt oo Pn:gurllcls otTc:rings sucl1 dWI lbc Cool<:ol is among
the top ranking percentage indicated on Exhibit A in terms of overall
promotiooal effort of those wbo sell content through Pregame.
6; e<>ui<:ntPrU\iaerPmriioooruirEfTiiit. .Ccinteiii-I'IDVii!ersiialfuse liS bc:St
elfons.to (i) promote the sale of the Conk:nllhrough Pregame's website: and
(ii) promote other content prtwiders publishing content on Pregame's
'IOiebsite.

7. Ouantity ofContenl. Content Provider shall produce content COIIlJllcnsWllle


with at least 30 hams ofetron per month (as measured by a reasonably
RVer3jle oont<:nt provider) and the C<>mcnt produced musl be at least oflhe
qualil)' of content produced by similarly silUilled content pro,iders.
8. Additional Sen-ic=. Content PrD'Iidcr funher agrees 10 provide such other
services as l'rell"JJle and Content Provider may agr= upon fiom time 10 time
under the tenus of this AgreemenL
9. Term and Termination. Unless olhernise staled on stated on Exhibit A. lhe
term of this Agreement shall c:mnmence on the Effective Date and continue
for a period of live (5) years (the
Term:J. Tbereafler, this Agreement
shall automatiea!ly renew on an 31Wual basis for consecutive one ( l) year
terms (each a MRenewal Tean"). Either party may tenninale litis .'\gn:emem
either prior to the conclusion of the Initial Tenn or during any Rene"'ll! Term
upon a1 least lhiny (30) days notice 1.1ith such termination cffec:the on the
neJCI renewal dote. Either may tenninnte Ibis Agreement for breach of a
malerialu:rm of !his Agreement upon a! least thirty (30} days prior written
110tice oftennlnmlon provided lhe breacb is not CW'ed within such notice
period. During any peried thai COntent Provider is (i) in breac:b of this
Agreement; (rl) is acting in an unprofessional manner or (iii) acting in any
manner which. in Pregame's sole discretion, re0ets adversely on Prcgsme,
then Pregame may, in ilS sole discretion. restric:t or suspend display Bndlor
promotion oflhe Conteol.
l 0. Obligations During Notice Period. In the event !hat Co11tent Pro>"idtt desires
10 terminate this
during the thirty (30) day notice period required
in Section 9. hoth parties mmt maintain dealing comparable to their dealings
prior to ll:m>inating this Agrcemenl. including Cootenl Prolider oooriouing to
ide Content of comparable quantity and quallty. After rho expinuion or
of this Agroctnent for any reason, C<Jnlent Prolider sh:all not
indicate to WI)' thin! party that Content Provider bas ever provided contenl 10
Pregame. com.

II. Compensation. Unless a specific compensation is set forth on Exhibit A, the


parties shall
on the compensation for tbe particular item of
Content on an individual case basis. Unless otherwise stated in Exhibit A.
Pregame shall have the right to determine, in its sole discretion, the priee at
v.itich the Content is made available in any and all medlwns.
I 2. Timine of PaymegL Compensation will be payable on a monthly basis. wltile
-------Though
bas a policy of rnai<Jr!g
- as soon as possible. payment to Content Provider \\ill be mailed by Pregame
within sixty (6ll) after the last day of the calendar montb to which the payment
applies.
13. Confirlentiallnformation. "Cpnfidential !pfowati91J" means any non-public
or technology. Confidential
Information pertaining to
infonnmion includes information disclosed by Pregame to Content Provider.
and information learned by Content Provider during !he course of or as a

n:sull ofllii$ A!!=m<:IIL Cunfiuentiul Jnfurmatioll wclmh:s items such as the


tenns and existence oflhis Agreemcnl information and documents

concerning Pregame pmc==s; supplicn;; customer lists; email lists;


advenising and marketing: plans: business slnllegics: profit uuugins: sc:asunal
plans. goal$, objectives and projections; compilations. analyses, 1111d
projections regarding company's dhisions, stores, prodUCI segments, product
lines. suppliers. sales and expenses: files; trade secrets and palent applications
(prior to their being public); salary, staffing and employment Wonnation
(includi"!l information about perform811ce of other executives); and "knowto::hnlques and any tecluJical informmion not of a published nature
relating, for example, to have company conduciS its business.
14. Obligation ofCopfjdence. Content Provider shall not divulge. disclose or
make BCCCSSiblc to any other person. firm. p1U11le1Shlp, corporation or any
other entity any confidential information excepl when required to do so by a
court of law. by any govcmmenlal BJleRCX having supenisory authority over
the business of Pregame or by any governmcn131 body with jurisdiction to
order Content Provider to divulge, disclose or mal:e accessible such
Content Provider shall give
informalion (eacb a "Cornoelled
Pregame prior wrinen notice of any Compelled Disclosun: and assist Prc:same
with the prevention of sucb disclosute or $<eking confidcoliallrealment of !he
Confidential lnfol1lll!lion to be disclosed.
15. Return pfProoeny. At the request of Pretwne and/or on tennination of this
AgreemenL Comenl Provider "'ill retWll to l'n:game all documents. records.

notebooks. media and anything else containing Pregame's confidential


information. including all copies thereof. as well as any other Pregame
property i.a CoLJtenl Provider's possession, conuol or custody. Content
Provider mil also delete from its computer or other elearonic storage medium
an)' Pregame proprielal) or confidential infonnation. Notlaler lhlll1 twenty

(20)
after this Agreement is tennina!Od Content Provider will certify in
writing to Pregame that Conll:nl Provider has complied with lhese obligations.

16. No Conflicting ObEirunions. During lhe tem1 of this Agreement and for a
period of two (2) years after tennination or eKpilation, eKcept as may be
expressly pennined on exhibit A. Content Provider will noL. dirtttl)' or
indirec:tly, (i) be involed with a business wbicb is in competition wilb
.... -- ---. ----Cflioyed. Nlcr-.heti:imlnl!liolfoflhis Agreement, Content Provider is - - - ------. prohibited from coutactinG- anempting to contaCt, solicit ;my customer, buyer
or person or providing any content to whom Content Provider bad <:ontact
with wbile fulfilling its obligations under this Agreemenl
17. Thjrd Partv Placement. Unless otherwise Sl81ed on slaled on F.-"lnPit A, if
Pregame places Conlent wilh web shes or other disuibution mecbauisms
operated by one or more third panies (each a Third Party Siten), Conle!ll
Provider agrees to waive Content Provider's relationship indefinitely wi!h
such Thin! Party Site, so that Content Provider agrees to never contac1, solicit.
accept employment, offer services under any Wllllled name with tha1 Thin!
Party Site bmh during and after lhc expiration of this Agrec:mcnt.
18. NonSolicitation. Any ancmpt on the part of Content P1mider to induce BD
employee or custOIIler to leuve Pregame, or any effon by Carueol Provider to
interfere ,.;th any relationship with Pregame employees or olber content
provid= would be: harmful and damaging to the Pregame. Therefore,
Conteutl'rovider agn:.::s !lwt during lb.: t.:nu of this Agn:.:m""t and lifter
tenninalion of Ibis Agreement, Content Provider will not in illlY way directly

or

a. induce or artcmpl to induce aoy employee or other conlelll provider of


Pregame to quit employment or retainer.

b. otherwise interfere with or disrupt the Pregame relationship with its


employees or other <:ontcnt providers;
c. discuss employment opportunities or provide infonnatioo about
competitive employment 10 any of the Pregame employees or other
content providers: or
d. solicit. eutice. or hire swar any employee or other coo!CDI pro\ider of
19. Nom De Gambling. The term "Nom De
refers to lhe identity
assigned to Contenl Provider for use in association with The CoDlen\. The
Nom De Gambling utilized by Pregame in COTUlection with the Content will
not be restricled in any manner, BDd Caotent Provider has no rights to use !be

Nom De Gambling during (except in connection with providing CoDiellt to


Pregame) or lifter the conclusion of this Agreement In !he event the Nom De
4

Gambling has been pn:viOIISiy utilized by Content Provider. thon


Provider hereby assigns 10 Pregame any and all right. title and inlcteSI Content
Provider may lmve in or to ,;uch N""' ne Gamhlinf.. The Nom De Gambling
for 1he Cootclll is a uademarlc of Pregame. Content Provider shall oot utilize
or anemptto register any name which is deceptively similar to the Nom De
Gwnbliog proided by Pregame under the terms of !his AgnlemeuL This
Section 19 is subject 10 modi(ieation as provided in Exhibit A.
--.------------------------------
20; Trademarl<s. Conu:nt Provider shall oorutilize !he-name Pregame or wiy of
Pregame's tradeniilits Widlout tbc prior wrilleD consent of Pregame.
21. Riahts io Content Content Provider agrees that any item of intellectual or
arti$1ie property (including Content) generated or provided by Content
Provider in connection \\ith the performance of this Agreement is a -work for
under aU applicable Jaws and the sole property of Pregame.
22. AssienmenL Content Provider will not voluntarily or by oper.uioo of Jaw
assign or otherwise tranSfer its obligations under this Agreement without the
prior written consent of Pregame. Any attempted as.<igrunent in violation of
Ibis provision shall be null and void. This Agreement will enure to the benefit
of and be binding on the parties and their respecrivc permitted successors and
pcrntined assigns.
23. NBiure of Relationship. It is expressly ag=d tha( Content Provider is acting
as an independent contrador and not as an employee or agent in proidiDg the
Conlenl. Content Pro'ider and Pregame acknowledge tha( this Agreement
create a partnership nr joint venture between them (unless expr=ly
Slllled in any other prior agreement) lllld is exclusively a eonllael for senice.

24. Modification. Ail)' amendment or modification of this Asreement or


additional obligation PSsumed by either party in connection witb this
Agreement ,.;u only be bi11ding if e>idenced in writing signed by eacb pany
or an authorized representative of each party.
25. Noti=. All <wticc:l. n:q<IC:SIS,
ur
cunununicalions ""!Uired or
permitted by the terms of this AgrecmeDI wiU be ,Pvcn in writine, and
delivered to the parties of this Agreement at !he addresses set forth in the
signature blocks below or such other addles= either party may proide for
itself from time 10 time.
26. Attomevs Fees. In the e>ent thBI!egal action is brought to enforce or interpn:t
any term of this Agreement. the pmailing party "ill be entitled to recover, in

addition 10 any other damages or awurd, all n:asonable legal costs and fees
associated with the action.
27. Ent.ire AgmlmooL Ibis Agreement repn:scn!S the entire understanding and
agreement between Content Provider ano Pregame as IO the subjed matter
hereof. This Agreement supersedes any other agreements and understandings

between Content Providt:r and Pregame with rt:SJ>'Cl to any Conlelll or other
services. There are no other promises, represenlaticns, undetStalldings or
inducements other lbac those specifically sel forth in this AgreemenL

I
1

28.1ndemnitv. Content Provider \\ill indemnifY. defend and bold barmless


Pregame from and against any claims or actions by any other party, arising

from or related 10 the pto\ision of the ConJCtll by Conteot Pn>\'ideror


Pregame's
th.;:r.:ofand_pay
and expenses inCWTed by Prelll""e in connection !herewith.

.....

29. Headings. Headings are inserted for the comveniena: oflhe paniesonly and
are not to be coosidered when interpreting this
30. Interpretation. Won!s in the singular mean and include the plural and vice
versa. Words in the masculine mean and include !be feminioe aod vice versa.
The phrase
shall mean "including without limilBtion.31. Survival. The provisions ofSecli(ltlS 13, 14, 15, 18, 19, 20, 21, 28 and

31 shall Slli'Vivc the o:pilation or termination of this Agreement for any


reason.

32. Governing Law. This Agreement md the performance Wider this Agreement,
and all suiiS and special proceedings Wldt:r this Agreement, be COIISirued in
with and governed by the laws of the State ofNevlltia, without
reference 10 iiS choice oflaw provisions. All actions and proceedings
pertaining to this Agreement "iU be filed and litigated exclusively in any suue
court or fedOTal court localed in Clark County, Nevada. Pregame and Content
Provider expressly oon.o;ent to the juri:;diction of these cowts, agree that venue
is proper in these courts and company and you consent 10 servioo of process
made Bl your last knoY.1> address in companies records.
33. SeveraJ!ilit.. In the event that any of the provisions of this Agreement are
held to be invalid or um:nforccable in whole or ill part. all other provisions
will oevertheless continue to be valid and enforceable with the invalid or
unenforceable pans severed from the remainder of this Agreement.
34. Waiver. The waiver by either pany ofa breach. defBUit, delay or omi$Slon of
any of the provisions of this ASJ=Deol by the other pany \\iU no\ be
coostrued as a waiver of any subsequent breach of the same or other
pro\isiollS.
35. Bloscing ContenL In tbe event ConiCIIt Pro\ider pro\ides any content to blog
sites, bulletin boards ur other colll!Duni..Woo fonuns hosted by
Content Provider agrees to be bound by and strictly comply wilh the Terms of
Use located a1 W\\W.Pfl'lli'IDe.c:mn/tenns-ofservice

------------------------------------I

...... _

------------ .....

.......

IN WITNESS
A@reemenlas of tile....
dates set forth below intending thilllhiSA.jlJeemenrbe effectiVe as oflhe Effective Date.

6-l!HZ

State of

t'\IJ .Wrf,Ci

Cow11yof

(ll(.t\' IL-

I CZ2

n.L,

day of
zo
me a n:!! public. the
officer, petSOnally appeared
k(4 111
knC>WD to me
(or satisfactorily proven) to be the person whose name is subscribed to 1he within
instrumeot. and acknowledged tbal he c:xeculed lhe same for the purposes therein
<Ontained.

On this. the

d0'fin

E:o.bibit A

Dis!ribution and O:lmpensntion


Content Promotion Ranking TarneL The Content shall receive promotional effons
fi'om Pregame consistent with those provided 10 the lOp 100 p<:roenl of those selling
content at Prcgame.com

"Baseline Yd!( means the c;Wt:ndar year in whiclllbe l.ilfectivc L>Hte occurs.
'"Cost of

means teo pe=t of the Growth Rate.

-Gross Revepu.es" means sums acrually rcccived from the resale of all fee
based content to end usen; (wbo:tlu:r through Prcgwne or a Thin! Pany Site).
'i:"rrowth

means the result of dividing the Ne1 Revenues for lhe prior

calendar year by lhe Net Revenues for the Baseline Year. for avoidanc:>.: of

doubt, the Growth Rate can not be less than zcro.


"N"ft5" Expenses" means costS rr;asonab!y necessary iD order to sell and
distribute
including credit Cllld pn:>Cessing fer:s, refunds, credits,
charges by affiliate panners, the Conlent" s proportionate share of credit card
"cbarge-bacl:s" as a percent of10tal content sales, the Contenl's prcpomoruue
share of costs incurred in connection with Pregame's loyalty program and any
other costs reasonably necessary to the ability 10 sell and distribute the
Conlent
"Net Revepues" means Gross Revenues minus Ne=ary Expenses dwing a

calt::Ddar year.
"Commissi011 Rate" means 33%.

Net Revenues from bundled content shall be divided pro-rata among the
contributors.
Compensation CalpdH'ion
1. (Net RC\'CnliOS from Content} X (the Commission

Gross Commissions

2. (Gross Commissions) X (I -Cost of Growth)= Net Commissions


Noic:; n., adj...um:al nolldo in SU:p 2 sluoll nt>1 n:duc:c Gruss Cummissiorts
than 39%.

gn:ater

If Conu:ot packaf,'t:S an: sold in which the premised delivery of the O:lntent
elCiends beyond the calendar m<>nth of pwchase. the ac:oollllling of net revenue
with the acrual deUvcry of the Content (i.e. the percentage oftbe
Exhibit A--COI1lont Scmces

coniCutacrually delivered in a given calendar manth v.111 dicrate the petoenlllgC of


package's nel revenue allotted to lhal
example,
Content package
is plliCbascd on April I, and lhe Content Is proOllsed 10 be delivered through
May 31, then the percenlal:e ofre\'el!Ue allotted to April will be 50%, with 50%
allotted lo May.
------

Certain OualjficatiOs 10 Rights and Obligations:

Section 16: No1Withstanding the provisions of the firs1 sentence of Section 16, Content
Provider may provide the Content to competiton; of Pregame after me term of this
Agreement
Section I 9: Pregame shall not make any further use of tbe Nom De Gambling upon
termination of lhis Agreement and. effective upon sucb termination, assigns 10 Content
Provider all right, title and interest in and to the Nom De Gambling.

EXHIBIT "2"

"

--- .. .

. . . ..

-----------. ---- '"

. ........ -----------------------------.- ----- ---------------.----------

EXHIBIT "2"

..

----

--------

SOCIAL NElWORK ADOeNOUM


This Social Network Addendum (this "Addendum") is effective as of March

1, 2009 (the Effective Date") and Is made by and between Pregame, LLC a
Nevada 6mited liability company ("Pregame") and the undersigned service
provider ("Content Provide().

A.
Whereas, Pregame and Content Provider
into a Conlent Services Agreement with an effective date of I 0 / R /:Jcq7
(the "Agreement") pursuant to which Conlent Provider provides to Pregame
certain content regarding upcoming and past sporting events and sports related
information (collectively, the "Content1.

B.
Whereas, Content Provider desires to establish and maintain an
account on one or more social networking siles such as Twitter. Facebook and
MySpace (collectively, the "Social Sites") on which Content Provider will Promote
the Content.
C.
Whereas, the parties desire to establish certain understandings as
to Content Provider's use of Social Sites as set forth in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual
benefits and obragations set forth in this Addendum, the parties agree as follows:

1.
Defined Tenns and Recitals. Capitalized terms not defined herein
shall have the meaning given to them in the Agreement. The above-referenced
Recitals are hereby incorporated In this Amendment by this reference. Except as
modified by this Amendmenl the Agreement is hereby ratified and remains in full
force and effect.
2.
Pregame Netwol1<. Pregame operates a website at
www.eregame.com (the "Website"} to which Content Provider provides the
Content As one of its features, the
provides marl<eting and networl<ing
functionality (the "Pregame Networ1<").
3.
promotion on the Pregame Networls. Content Provider may
promote its presence on Social Sites through the Pregame Network if and only if
all of the following are true: (1) Pregame is the registered account holder of the
appficable Social She account (each an "Ac<;ount"); (ii) Content Provider has
derrvered the current user name and password for the Account to Pregame and
does not change these Hems without Pregame's prior written consent
(iii) Content provider shall not reference any third party (eg a competitor
petmission of Pregame;
Pregame.com) through the Account without prior
and (lv) Pregame may modify the look and feel (but not the content) of the Social
Pages associated with the Accounl including placement a "Sponsored by

SO<iol N<N'Ork Addcn<lum


hN1

SaVK'f...-.

Pregame or other logo. Content Provider covenants and agrees to maintain the
accuracy of each slatementln this Section for the duration of the Agreement.
4.
Liquidated Damages. IN THE EVENT CONTENT PROVIDER
lJTlUZES 1t1E ACCOUNT IN VIOLATION OF SECTION THEN CONTENT
PROVIDER AGREES THAT PREGAME WILL BE DAMAGED IN AN AMOUNT
WHICH IS NOT REAOIL Y ASCERTAINABLE, DUE TO THE SPECIAL NATURE
1 - - - - OF THE TRANSACTIONSCONTEMP..t.A:r.so.BY-:r.HIS AGREEMENT-AND ....
.. WOULD BE EXTREMELY DIFFICULT ANDlMPRACTICABLETOASCERTAIN.
FURTHER, CONTENTPR'OVIDER WISHES TO HAVE A LIMITATION PLACED.
UPON ITS POTENTIAL LIABILITY TO PREGAME IN THE EVENT OF SUCH A
BREACH. THEREFORE, CONTENT PROVIDER AND PREGAME HEREBY
AGREE THAT CONTENT PROVIDER SHAll PAY THE SUM OF $50.00 PER
MARKETING MESSAGE TO ACCOUNT FOLLOWER (E.G., 1,000
FOLLOWERS- ONE MESSAGE- $50,000) IN VIOLATION OF SECTION.
PREGAME AND CONTENT PROVIDER HEREBY EXPRESSLY AGREE THAT
SUCH PAYMENT BY CONTENT PROVIDER IS REASONABLE AND IT
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PREGAME AND
SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY.
CONTENT PROVIDER AND PREGAME ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY
THEIR INITIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS.
Content Provider Initials: _.c...,___

Pregame Initials:

5.
Content Control. Content Provider shall be responsible for all
content posted or otherwise transmitted through the Account. Content Provider
shaD indemnify, defend and hold harmless Pregame from and against any and all
dalms Oncluding all Habilltles, rosts. expenses (such as attorney fees),
obfigatiolls and damages) in any way arising from or related to the Account
6.
Effect of Termination. Content Provider's ability to access and use
of all Accounts pursuant to Section of this Addendum shall automatically
terminate upon tenmlnatlon or expiration of the Agreement All other provisions
of this Addendum shall survive termination or expiration of the Agreement
IN WITNESS WHEReOF, the parties have duly executed this Social
Network Addendum as of the dates set forth below intending that this Addendum
be effective as of the Effective Date.

o.-.....

Social l'nworll AddHHum


<.'tJJro,nl-'l SERVICCSAOII.b.t:Mil::t-:1

PREGAMELLC

By:
Name:

r.ue:
Date:

Q,..._J c. t..L JL ';,cc L..


::ED

Name: (...,..,..;,.

::>

Koasa

""(

Social NWWO\: Addendum


C(H,"f't."'T SER\'fCES

Electronically Filed

09/19/2014 11:23:00 AM

PROKOPIUS & BEASLEY


2
3

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5

7
8

9
10

DONN W. PROKOPIUS, ESQ.


Nevada State Bar No. 006460
JEREMY R. BEASLEY, ESQ.
Nevada State Bar No. I 2176
931 South Third Street
Las Vegas, Nevada 89101
(702) 474-0500 /Fax (702) 951-8022
gen-'.ral(iilpand bla)!{Ycrs. com .......
Attorney for DefendantJBHNKARALIS

CLERK OF THE COURT

..........

DISTRICT COURT
CLARK COUNTY, NEVADA
------------- - - - , - - - - - - - - - - - - - ...
CASE NO.: A-14-703627-C
DEPT. NO.: IV

PREGAME LLC,
11

Plaintiff,

12

DATE OF HEARING: 9/23/2014


TIME OF HEARING: 10:00 A.M.

13

vs.

14

JOHN KARALIS,

15
16
17

--

Defendant.

L - - - - - - - - - - - - - ........

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DEFENDANT'S OPPOSITION TO PLAINTIFFS PETITION FOR AN


ORDER TO SHOW CAUSE WHY DEFENDANT SHOULD NOT BE HELD
IN CONTEMPT
AND
DEFENDANT'S COUNTER MOTION FOR HIS
ATTORNEY'S FEES AND COSTS

22

ORAL ARGUMENT REQUESTED: YES

18
19
20

23

24
25
26
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28

Defendant JOHN KARALIS, by and through his attorney, DONN W. PROKOPIUS


ESQ., moves this Honorable Court for the following relief:
I.

Denying the relief sought by the Plaintiff;

2.

For Defendant's costs and allomey's fees incurred herein;

3.

For such other and further relief as the Court deems just and equitable.

3.

2
3

For such other and further relief as the Court deems just and equitable.

This opposition and counter motion is made and based upon all the papers and pleading
on file herein and the affidavit included herewith and is made in good faith and not to dela

4
5

justice.

__6_
-----

PROKOPIUS &-BEA:SLEY

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9

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POINTS AND AUTHORITIES


Plaintiff, PREGAME, LLC (hereinafter "PREGAME") is engaged in the business o

15

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providing sports content and infonnation to the general public, which uses this infom1ation fo

17

entertainment and wagering. Defendant, JOHN KARALIS (hereinafter "JOHN") is engaged i

18

the business of providing certain sports information to purveyors such as PREGAME.

19

PREGAME and JOHN has had a business relationship for several years. They entered into at

20

alleged contract called a "Content Services Agreement" effective June 18, 2012. TI1e parties also

21
22

entered into a "Social Network Addendum". Pursuant to the Content Services Agreement JOH

23

provides certain sp011s related infonnation to PREGAME along with an exclusive license tha

24

allows PREGAME to "publish, display, refonnat and distribute" the information JOHN provides.

25
26

PREGAME commenced this action against JOHN after he (JOHN) tcm1inated th


parties' relationship on or about June 18, 2014. PREGAME has alleged on "information an

27
28

belief' .that JOHN did so because he received an offer from one. of PREGAME'S competitors.

The fact that PREGAME would make such an allegation on information and belief indicates tha

2
3

PREGAME has no evidence whatsoever to support the claim. PREOAME has nnt i<lentifie<i th
competitor who supposedly made the offer. Nor has PREGAME ever challenged the validity o

4
5

JOHN's cancellation of the Content Services Agreement. Neveitheless, PREGAME commence

causes of action, (l) breach o1coiitl'act; (2) breach of implied covenant of good faith arid fai

dealing; and (3) attorney's fees. Nowhere in the Complaint did PREGAME request injunctiv

relief. Six days later on July 16, 2014, PREGAME filed its, "Plaintiff's Motion .!'or Temporar

10
!I

Restraining Order And Preliminary Injunction". The motion was originally scheduled to b

12

heard on September 16, 2014. However, PREGAME's counsel apparently obtained an Ordet

13

Shortening Time which moved the hearing date to July 29, 2014.

14

JOHN was unaware of th

heating because PREGAME's counsel did not serve him with the Motion nor the Orde1

15
16
17

Shortening Time. In fact, at tl1e time of the July 29, 2014, hearing JOHN had not even beet
served with PREGAME's Summons and Complaint. Consequently, JOHN was unaware tim

18

PREGAME had even commenced a lawsuit against him. JOHN did not appear at the July 29

19

2014, hearing. n1e minutes from the July 29, 2014 hearing indicate that PREGAME's counse

20

Mr. Galliher told the Court that JOHN was out of the jurisdiction and he was unable to effec

21
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proper service.

Mr. Galliher offered no details as to what efforts he made to serve JOHN.

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Despite these procedural circumstances, which clearly did not give this Comt persona

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jurisdiction over JOHN, a Temporary Restraining Order (TRO) was issued and signed by th

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Court on AU!,'llSt !, 20!4, and entered on August4, 2014. The TRO restricted all of JOHN'.

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business activities until August 16, 2014- effectively putting JOHN out of business.

Th

minutes !\om the hearing also indicate that Mr. Galliher was ordered to re-{ile and re-notic
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PREGAME'S Motion. A review oftbe Comt record indicates that Mr. Galliher never did so.
The Court set the matter for a status check on August 12, 2014. For reasons that ar

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unclear, no hearing was actually held on August 12,2014. Nevertheless, on August 14,2014 th

7 notuntil August 16, 2014, after PREGAME obtained the extension of the TRO, tha.t JOHN w
8

finally served with the Summons, Complaint and the Temporary Restraining Order (see affidavi
of personal service on file with the Court).

However, only the Temporary Restraining Orde

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was personally served on JOHN. The extension issued on August 14, 2014 was never personal!

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served on JOHN nor was the subsequent second extension or the temporary protective order tha

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was issued on September II, 2014.

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II. ARGUMENT

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1. PREGAME'S REQUEST THAT JOHN BE FOUND IN CONTEMPT

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NRS 22.010 Acts or omissions constituting contempts. The following acts or omission.
shall be deemed contcrnpts:
3.
Disobedience or resistance to any lawful writ, order, rule or process issued by th
court or judge at chambers.
NRS 22.030 Summary punishment of contempt committed in immediate view an
presence of court; affidavit or statement to be filed when contempt committed outside immediat
view and presence of court; disqualification of judge.
I. If a contempt is committed in the immediate view and presence of the court or judg
at chambers, the contempt may be punished summarily. If the court or judge summarily punishe
a person for a contempt pursuant to this subsection, the court or judge shall enter an order that:
(a) Recites the facts constituting the contempt in the immediate view and presence ofth
court or judge;
(b) Finds the person guilty of the contempt; and
(c) Prescribes the punishment for the contempt.
2. If a contempt is not committed in the immediate view and presence of the cour
or judge at chambers, an affidavit must be presented to the court or judge of the fact
constituting the contempt, or a statement of the facts by the masters or arbitrators.
3. Except as otherwise provided in this subsection, if a contempt is not committed in th
view and presence of the court, the judge ottlle court in whose contempt the person i

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alleged to be shall not preside at the trial of the contempt over the objection of the person. Th
provisions ofthis subsection do not apply in:
(a) Any case where a final judgment or decree of the court is drawn in question and sue
judgment or decree was entered in such court by a predecessor judge thereof I 0 years or mor
preceding the bringing of contempt proceedings for the violation of the judgment or decree.
(b) Any proceeding described in subsection I of NRS 3.223, whether or not a famil
court has been established in the judicial district.

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lawful writ, order, rule or process issued by tbe court. Any order meant td"'oi:-lne subject of

contempt proceeding must be clear, unambiguous, and set fotth tbe details of compliance i

clear, specific tetms, so the patties will know what duties or obligations are imposed.

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Cunningham v. District Court, 102 Nev. 551, 729 P .2d 1328 (1986). The moving party carrie

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the burden of demonstrating the other party had tbe ability to comply with the order, and th

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violation of the order was willful. Rodriguez v. District Court, 120 Nev. 789, 102 P.3d 41

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(2004). The inability of a contemnor to obey the order (without fault on their part) is a complet

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defense and sufficient to purge them of the contempt charged. Mccormick v. Sixth Judicia
District Court, 67 Nev. 318, 326; 218 P.2d 939 (1950). However, where the contemnors hav

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voluntarily or contumaciously brought on themselves the disability to obey the order or Decree,

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such u defense is not available; and the burden of proving inability to comply is upon th

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contemnor. !d.

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Regarding PREGAME's request for an Order to Show Cause, it has tailed to provide a

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affidavit containing specific factual allegations in support of what it alleges are the violations o

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the Temporary Restraining Order. NRS 22.030(2) requires an affidavit selling forth the fact

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constituting the contempt. The Nevada Supreme Court has slated that a request for an order t

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show cause must be supported by an affidavit setting forth the specific factual allegations whic

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supposedly comprise tbe contempt. The requirement of an affidavit is jurisdictional. Awad v.

Wright, 106 Nev. 407, 794 P.2d 713 (1990). In other words without an affidavit the court has n

2
3

jurisdiction to address the issue. PREGAME has not included an affidavit in support of it.
petition.

The absence of an affidavit is renders the petition fMally defective. Therefore, thi

CoUit lacks jurisdiction to hear PREGAME'S petition for an order to show cause and it must b
---------

-------T

PREGAME contends that after JOHN-wasserved with the initial TRO he Violated it b

continuing to provide content to a direct competitor of PREGAME. PREGAME provides n

specific facts in support of its claim i.e., the identity of the competitor, or, when and how thes

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11

violations supposedly occuJTed i.e. date, time, means of transmission. Without this infonnatio

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there is no independent way of determining if JOHN did in fact to violate the TRO. Even i

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JOHN provided content to a competitor after he was served with the TRO, JOHN did not do s

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willfully because the only TRO that has ever been personally served on JOHN was the initia

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TRO issued at the July 29, 2014, heming. However, that Order by its own tenns expired o
August 14, 2014. PREGAME by its own admission did not personally serve JOHN with th

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original TRO until August 16,2014. Thus, when JOHN read the TRO he legitimately believed i

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had expired and he was no longer subject to its tenns. It is true that on August 14, 2014, th

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TRO was extended for 15 days to August 29, 2014, but the extension was never served o

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JOHN. Therefore, JOHN was unaware the TRO was still in effect after August 14, 2014
PREGAME however has no one but itself (or its lawyer) to blmne for this circumstance.

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The same argument applies to PREGAME'S claim that JOHN continues to use th

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Twitter handle "@Vegas runner" to direct customers away from PREGAME. Again PREGAM

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provides no specific evidence to prove or document that JOHN continues to usc the twitte

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handle.

It seems to JOHN that such information would be readily available yet neithe1

PREGAME nor its lawyer has produced any such evidence at the time of filing their Order t

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3

Show Cause. JOHN respectfully submits he has never deliberately or willfully violated the TR
that was served on him on August 16, 2014. As far as JOHN could determine based upon th

documents that were served on him the initial TRO expired on August 14, 2014. JOHN wa

6 . never served with.any S.l,!bsequent extensions

b ...

found in contempt for violating orders of which he was unaware. PREGJ\.ME has failed to offet

any evidence to the contrary. JOHN is therefore requesting that PREGAME'S petition for at

order to show cause be denied.

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2. ATTORNEY'S FEES
NRS 18.010 provides as follows;
2.
In addition to the cases where an allowance is authorized by specific statute, th
Court may make an allowance of attorney's fees to a prevailing party:
(a)
When he has not recovered more than $20,000.00; or
(b)
Without regard to the recovery sought, when the Court finds that the claim
counterclaim, cross-claim or third party complaint or defense of the opposing party was brough
without reasonable ground or to harass the prevailing party.
In the case of Miller v. Wilfong, I I 9 P.3d 727 (2005) the Nevada Supreme Court hel
that it is within the trial Court's discretion to determine the reasonable mnount of attorney fcc.

19

under a statute or mle and that in exercising its discretion, the district Court must evaluate th

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factors set forth in Brunze/l v. Golden Gate National Bank, 85 Nev. 345, 455 P.2d 31 (1969).

21

including the qualities of the advocate, the character and difficulty of the work performed, th

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work actually perfmmed by the attorney, and the result obtained.

In this case, JOHN'S counse

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is an experienced attomcy who has litigated numerous divorce, custody, paternity and post

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divorce actions. The legal representation in this case involved the collection and analysis of th

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pertinent information, the preparation of legal documents and Court appearances.

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JOHN'S

counsel expects to obtain a good result based on the facts of the case. JOHN has incurre

28
attomey's fees in responding to what is a questionable motion at best.

::;.

JOHN is therefor

requesting that he have an award of attomey's fees in the sum of $2,500.00.

2
3

WHEREFORE, JOHN is requesting that he have the relief sought the foregoin
opposition and counter motion.

DATED this /r:+,day of

<t_,!T(
I

2014.

........ --------------------..r_}l._{)KOPIUS
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BY:

..

BE;\SLEY ' -'

1.1fl(

.,--

00\l<IN'V{...-J" OJ<t_JB , ESQ.


931Lsotlth Third Street
Las Vegas, Nevada 89101
Attorney for Defendant

AFFIDAVIT OF JOHN KARALIS

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)
)
)

STATE OF NEVADA
COUNTY OF CLARK

1.

.6

2.

ss.

JOHN l<ARALIS, being first duly swom on oath, states as follows:

opposition and counter motion, including the points and authorities and any exhibit

8
attached hereto and the same are true and correct to the best of my knowledge an

belief.

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For these reasons, I am requesting that the Court grant me the relief sought in 111

3.

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opposition and counter motion.

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(5-

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Subf ed and s.wom to bef9re me this


11
1 day of '7::1tj:/rtd};J2,..20 14.

<:::::<,

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,{
....: ) : : ,,___ _
18
Wotary Public, in and for sii'id
19 County and State

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JOt:ll 50U!if1

NOTNWf'UBUC
llTATC: OF N\0\'AC;IA
M)l

IQ..20.t5

fu:ot>.!a.;!13-1

CERTIFICATE OF MAILING

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111

I hereby certify that I am an employee ofPROKOPIUS & BEASLEY, and on the 19

day of September 2014, I duly deposited for mailing, first class mail, postage prepaid thereon, it

the United States Mail at Las Vegas, Nevada, a true and correct copy of the DE:FENDANT\'

DEFENDANT SHOULD NOT BE HELD IN CONTEMPT AND DEFENDANT'

COUNTER MOTION FOR HIS ATTORNEY'S FEES AND COSTS at the address lisle

below and by facsimile to:

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Jeffrey L. Galligher, Esq.


DENNET WINSPEAR, LLP.
3301 N. Buffalo Drive, Suite 195
Las Vegas, NY 89129
Fax: (702) 839-1113
Attorney for Plaintiff,

PREGAME, LLC.

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Is! Alex Gomez

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An employee of
PROKOPIUS & BEASLEY

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Hl

Eleclronically Filed

09/2212014 03:58:26 PM

'

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-J,./J...u-.

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgelliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
(702) 839-1100
Telephone:
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
DISTRICT COURT

CLARK COUNTY, NEVADA

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PREGAME LLC, a Nevada Limited Liability


Company
Plaintiff,
vs.
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

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Defendant.

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PLAINTIFF'S RESPONSE TO
DEFENDANTS RESPONSE TO ORDER
TO SHOW CAUSE STYLED AS
DEFENDANrs OPPOSITION TO
PETITION FOR AN ORDER TO SHOW
CAUSE WHY DEFENDANT SHOULD NOT
BE HELD IN CONTEMPT

11-----------------'

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Case No: A-14-703627-C


Dept. No: IV

COMES NOW Plaintiff PREGAME LLC and submits the following Response to
Defendant's Response to Order to Show Cause Styled as Defendant's Opposition to Pelition for
an Order to Show Cause why Defendant John Karalis should not be held in this Court's
contempt for his failure to abide by the Court's Temporary Restraining Order duly issued in this
matter.
DATED

11 ? _

of September, 2014.

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JEFFR
Nevada
r N . 0 8078
3301 N. Buffalo
ve, Suite 195
Las Vegas, Nevada 89129
(702) 839-1100
Telephone:
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

MEMORANDUM OF POINTS AND AUTHORITIES


Introduction

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Defendant Karalis makes essentially two arguments as to why he should not be held in
contempt for his wholesale failure to comply with the duly issued orders of this court: The first is
a procedural complaint that the Plaintiff's Petition for

he had no notice of the Temporary Restraining Order. Neither argument has merit and Karalis
should be held in contempt for his clear violations of the court's orders which continue even

today.
Relevant Facts occurring since the filing of Plaintiffs Petition
On August 26, 2014 Plaintiff filed the instant Petition for an Order to Show Cause.

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On August 27, 2014 Attomey Donn Prokopius, Esq. entered his appearance on behalf of
Defendant John Karalis. (Exhibit "1 ")

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Based upon the appearance of defense counsel the court set the hearing on Plaintiffs
Motion for PreUminary Injunction for September 11, 2014 and directed Plaintiff's counsel to
include that information in the Extension of TRO issued by the court

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Order to Show Cause did not include

support in the form of an affidavit alleging the violations of Karalis. Second, Karalis claims that

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an

on August 28, 2014.

On August 29, 2014 after receiving Mr. Prokopius' Notice of Appearance by mail counsel
for the Plaintiff served Mr. Prokopius with the following documents by electronic and regular mail
including a cover letter:
1)

Summons and Complaint;

2)

Motion for Temporary Restraining Order and Preliminary Injunction;

3)

Temporary Restraining Order issued August 1, 2014;

4)

Order Extending Temporary Restraining Order issued August 14, 2014;

5)

Order Extending Temporary Restraining Order issued August 28, 2014, including the

order to appear for hearing on Preliminary Injunction on September 11, 2014;


6)

Order to Show Cause;

7)

Affidavit of Service of Estella Sandoval dated August 18, 2014;

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(Exhibit "2")

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Plaintiff's counsel requested and received a "read receipt" confirming that the e-mail and
the attachments were received by Mr. Prokopius's office. (Exhibit "3")

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Counsel for Plaintiff further confirmed that defense counsel was enrolled to receive
electronic filings in this case. (Exhibit "4')

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On September 4, 2014 Plaintiff's counsel sent another letter to Mr. Prokopius providing
screenshots of the @VegasRunner twitter page showing that Karalis was continuing to violate
the TRO. (Exhibit "5")

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On September 11, 2014 the court held a hearing on Plaintiff's Motion for Preliminary
Injunction and Defendant and his counsel failed to appear. (Exhibit "6")

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At that time the court inquired as to whether the Defendant had notice of the hearing and
accepted Plaintiff's offer of proof with regard to the following:

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a.

included the order to appear for hearing on Preliminary Injunction on September 11, 2014 were
served on defense counsel by U.S. Mail and by electronic mail for which a read receipt was
requested and received; (Exhibits "2&3'')

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b.

issued on August 29, 2014, two days after Mr. Prokopius entered his appearance, the same was
served upon Mr. Prokopius's partner, Jeremy Beasley, Esq. by the court's electronic service
system. (Exhibit '7")
ARGUMENT

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Since the Order Extending Temporary Restraining Order issued August 28, 2014,

(including the order to appear for hearing on Preliminary Injunction on September 11, 2014) was

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A copy of the motion for preliminary injunction and the extended TRO which

Karalis' first "defense" is that Plaintiff "failed to provide an affidavit containing specific
factual allegations in support of what it alleges are the violations of the Temporary Restraining
Order."
However, Plaintiff's counsel provided an affidavit which was included with the Petition for
Order to Show Cause which stated, in pertinent part, as follows:

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"That since being served with the Temporary Restraining


Order Defendant Karalis has continuously and repeatedly failed to
comply with the restrictions contained therein.

Specifically,

Karalis continues to provide content to a direct competitor of


PREGAME LLC and also continues to utilize the Twitter handle
"@VegasRunner" to direct Internet traffic (I.e. customers)
away from Pregame.com and to a direct competitor's website
in direct violation of the prohibitions contained In the
Temporary Restraining Order." (emphasis added)
In addition, attached as Exhibit 3 to the Petition for Order to Show Cause was a copy of a
screenshot of the @VegasRunner Twitter page date stamped "8/20/2014 8:31 AM" which
included multiple contemporaneous "tweets" including a baseball "Late Move" as wall as
reference to "phillygodfather.com", the very website Karalis was prohibited from providing
content to under the TRO.
So, not only did plaintiff provide an affidavit detailing the violations, Plaintiff also provided
direct evidence of the violations.
The second "defense" is that Karalis only continued to violate the TRO because he was
served with the "original" TRO and not the extension in affect at the time. However, the licensed
Private Investigator who finally served Karalis at his ex-wife's residence on August 16, 2014 was
provided with only the extended TRO as she had been retained on August 15, 2014 after a
previous process server was unable to serve Karalis (See affidavit of Estella Sandoval attached
hereto as Exhibit "8")
Even if it were true that Karalis was served with the expired TRO, which it is not, that
doesn't explain why Mr. Karalis behavior did not change once his counsel was indisputably
served with copies all three TRO's on August 29th.

In anticipation of a claim of ignorance

exactly like the one we now see from Defendant, Plaintiffs counsel sent another letter to Mr.
Prokopius on September 4, 2014 which included screen shots of the @VegasRunner Twitter

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page which clearly stated "[m]y only purpose ln sending this letter is to suspend any notion that
you are not aware of Mr. Karalis' ongoing and flagrant disregard of the duly issued orders of the
court." (Exhibit "5").
In cannot be reasonably disputed that on August 29 Karalis' counsel wes also served
with ALL THREE TRO's, the original and both extensions. In the accompanying letter Plaintiff's
counsel stated that "[d]espite being personally served with the court's Temporery Restraining
Order on August 16th, 2014 Mr. Karalls has continued to engage in conduct which is in direct
violation of that Order. The court has set a hearing for September 23, 2014 to allow Mr. Karalis
to show cause why he should not be held in contempt for his continued and blatant violations of
the TRO." (See, Exhibit "2")
Consequently the claim that Defendant was unaware of the TRO is preposterous. He
was personally served with the extended TRO which was the current version on August 16th,
and not the original which expired on August 14 as he now claims; His counsel was served with
copies on August 29 by Plaintiffs counsel; and, finally the court's own electronic system served
defense counsel that day as well.
Incredibly, even service of the Preliminary Injunction failed to dissuade Mr. Karalis from
continuing to ignore the court's orders this case. On Tuesday, September 16, 2014, after the
Preliminary Injunction was signed by the court and filed, Plaintiffs counsel sent the Preliminary
Injunction along with a letter to Mr. Prokopius demanding that the Twitter account information
and password be turned over within 24 hours as ordered. (Exhibit "9") After more than 24 hours
had passed without response Plaintiff sent ANOTHER letter (Exhibit "1 0") Finally, on September
18, 2014 an email was sent by defense counsel which stated simply:

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Dear Mr. Galliher:


I am in receipt of your letter. I have not even had the chance to
meet with my client to get that information. He will be in (sic) the
morning. I will correspond at that time.
Sincerely,
Donn W. Prokopius, Esq. (Exhibit "11 ")

It should be noted that this was the first communication of any kind received from

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defense counsel since the Notice of Appearance on August 29, 2014, despite the fact that they
had been retained "on or about August 19, 2014" (See Defendant's Motion to ReHear/Reconsider of Preliminary Injunction, Page 5 at Line 13-14, filed on 9/19114). In more than
30 days, in a case where a TRO had been issued and Plaintiff's counsel had sent no less than
five letters to defense counsel there had been zero communications from defense counsel.
When there finally was some communication, it came in the form of a 4 sentence e-mail with
absolutely no relevant content. Even the "opposition" addressed herein was filed on the Friday
afternoon before a Tuesday morning hearing and was filed THREE WEEKS after defense
counsel was served with the Order to Show Cause.
This has been a common tactic of the Defendant throughout this dispute: Simply ignore
the situation and conduct his business as usual. He ignored a cease and desist letter sent by
Pregame's counsel by certified mail on June 30, 2014 (even though it was sent to his current
address AND his former address where he was ultimately personally served). (Exhibit "12") He
has ignored the court's Temporary Restraining Order and Preliminary Injunction and continues to
until this day. (Exhibit "16")
As a further example, instead of turning over the Twitter account information as required
by the Preliminary Injunction Karalis DELETED the Twitter account for @VegasRunner on
September 19th, but not before siphoning off ns 34,000 plus followers to a new account called
@greek_7777. (Exhibit "14")

Only after yet another letter from Plaintiff's counsel did the

defendant finally provided the password for the Twitter account "@greek_7777" last Friday
afternoon. (Exhibit "15")
However,

at

the

same

time

Karalis

created

a third

Twitter account

called

"@greek_gambler." According to that account Karalis was appearing on Fox Sports Radio as
recently as Monday, September 22, 2014 at 8:23 am. and "breaking down #NFL #MNF and
more". (Exhibit "13")

That conduct is in direct violation of the prohibition contained in the TRO

and the Preliminary Injunction against "providing content, as that term is defined in the Content
Services Agreement between the parties, to any other entity."

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In the "opposition" defendant also makes several statements that are not directly related
to either of the two arguments. For example, Defendant discusses the procedural history of the
case, of which the court is well aware. Karalis apparently contends that Plaintiff was obligated to
"re-file and re-notice" the Motion for Preliminary Injunction. However, The court minutes for July
29, 2014 state, in pertinent part "if necessary, the Temporary Restraining Order is to be
extended prior to its expiration, and the Plaintiff is to re-file the Motion for Preliminary Injunction
to provide the Defendant with adequate time to respond." In essence, counsel was advised that
in the event the TRO expired before a hearing on the Preliminary Injunction was set, it would be
necessary to re-file and re-notice the motion. Since the TRO was duly extended through
September 11, 2014 it was not an Issue.
However, once defense counsel made his appearance on August 27, the court sua
sponte set the Motion for Preliminary Injunction for hearing on September 11. Since that order
was issued on August 29th, defense counsel was served with the same via the court's electronic
service system. (Exhibit '7") Nevertheless, Plaintiffs counsel served the same order by e-mail
and regular mail upon Mr. Prokopius on the very same day, along with a copy of the motion for
TRO/Preliminary Injunction. (Exhibit "2") The notion that 3 copies of the notice, including one
directly from the court, is still not sufficient to make Defendant aware is troublesome.
Likewise, the claim that Pregame has never "challenged the validity of John's cancellation
of the Content Services Agreement" is belied by the fact that Pregame sent a Cease and Desist
letter on just12 days after Karalis' breach (Exhibit "12") and then sued him for the breach only 10
days later. It's hard to imagine a stronger challenge than the filing of a lawsuit.

ATIORNEY'S FEES
Defendant's request for attorney's fees is nothing short of madness. Defendant has done
absolutely NOTHING in this case except for ignore it. Meanwhile, Plaintiff has been forced to
expend thousands of dollars in attorney's fees and costs in an effort to enforce it's clear
contractual rights, including preparation and attendance at a Preliminary Injunction hearing at
which Defendant failed to appear. Defendant's failure to respond to both the Plaintiff and the

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7

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4

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7

Court in any meaningful way is the only reason this case is where it is.
Under the contract Plaintiff is entitled to recover his attorney's fees for enforcing the
contract. Defendant's clear pattern of Ignorance and obfuscation in this case warrants an award
of reasonable attorney's fees to PLAINTIFF for the unnecessary and ongoing work created by
Defendant's documented and willful failure to comply with his responsibilities in this case.
Accordingly, Plaintiff requests an award of $3,000.00 as and for its reasonable attorney's fees in
dealing with Defendant's intransigence. (Exhibit "16")

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CONCLUSION
The conduct of Mr. Karafis both before and after retaining counsel has been consistent:
He has completely ignored the rights of the Plaintiff, he has ignored the prohibitions placed upon
him by the court in the form of a Temporary Restraining Order and subsequent Preliminary
Injunction, he has ignored orders setting hearings, he has ignored demands from Plaintiffs
counsel that he comply with the court's orders, even to this day he continues to ignore the
authority of this court and engage in conduct which is directly contrary to its orders.
Defendant Karalis should be harshly sanctioned for his unrepentant and frivolous conduct
during the early pendency of this action.
Further, he should be ordered to pay attorney's fees and costs in the amount of
$3,000.00 to Plaintiff for the necessity of bringing the Order to Show Cause and related issues.
Respectfully submitted this

I]..'L.-

day of September, 2014.

20
21

22
23
24
25

26

By
JEFlFF"FRteEVLL.:"G;aAmiiEiiF.,ElsS<af.- - Nevada B r o. 00 78
3301 N. Bu lo
e, Suite 195
Las Vegas, Nevada 89129
(702) 839-1100
Telephone:
Facsimile:
(702) 839-1113

Attorneys for Plaintiff Pregame LLC

27
28

CERTIACATE OF SERVICE

3
4

6
7
8

Pursuant to NRCP 5(b) and EDCR 7.26, I certify that on this date, I served the foregoing
on PLAINTIFF'S RESPONSE TO DEFENDANTS RESPONSE TO ORDER TO SHOW CAUSE
STYLED AS DEFENDANT'S OPPOSmON TO PETITION FOR AN ORDER TO SHOW CAUSE
WHY DEFENDANT SHOULD NOT BE HELD IN CONTEMPT
all parties to this action by:

Facsimile

10

Mail

11

Electronic Service

12

13
14
m

15

Ill a

16

11- z

z
z
Ill
0

17

DATED this

1_'2._

An Employee of DENNEIT WINS PEAR, LLP

18
19

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21

22
23
24

25
26
27

28
9

EXHIBIT "1"

EXHIBIT "1"

Electronically Filed

OS/271201411:11:48AM

I
2
3

6
7

NOT

PROKOPIUS & BEASLEY


DONN W. PROKOPIUS, ESQ.
Nevada Bar No: 6460
JEREMY R. BEASLEY, ESQ.
Nevada BarNo.: 12176
931 South Third Street
Las Vegas, Nevada 89101
(702) 474-0500 I Fax (702) 9518022
general@pandblawyers.com
Attorney for Defendant, JOHN KARALTS

DISTRICT COURT
CLARK COUNTY, NEVADA

9
10

PREGAME LLC,

11

(""'

CLERK OF THE COURT

CASE NO.: Al4703627-C


DEPT. NO.: IV

Plaintiff,

12

vs.

13

JOHN KARAUS,

14

Defendant

IS

NOTICE OF APPEARANCE

16
17
18
19
20
21

22
23

NOTICE IS HEREBY GIVEN, that DONN W. PROKOPIUS, ESQ., of the law finn of
PROKOPIUS & BEASLEY, enters his appearance on behalf of the Defendant, JOHN
KARALTS, in the above-entitled action.
DATED

of August, 2014.
PROKOPWS & BEASLEY
BY:

W. PROKOP
ESQ.
MY R. BEASLEY, ESQ.
931 South Third Street

24
25

Las Vegas, Nevada 89101


(702) 474-0500 I Fax (702) 9518022
general@pandblawyers.com
Attonley for Defendant

26
27

f'

28

CERTIFICATE OF MAILING
2

I hereby certifY that! am an employee of PROKOPIUS & BEASLEY, and on thed


day of August, 2014, l duly deposited for mailing, first class mail, postage prepaid thereon, in th

5
6

United States Mail at Las Vegas, Nevada, a true and correct copy of the above and foregoin
NOTICE OF APPEARANCE in the above-entitled matter, addressed to the following at the'

7 last known address


8

Jeffrey L. Galliher, Esq.

DENNEIT WlNSPEAR, LLP

10

II

3301 N. Buffalo Drive, Suite 195


Las Vegas, NV 89129

Allorney for Plaintiff,


PREGAMELLC

12

13
("'

14

15
16

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20

21
22

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24

25
26
27

r"

28

EXHIBIT "2"

EXHIBIT "2"

ATTORNEYS

A L"'"TC:D LIAQIUTT LAW PArnNI:'IID!"''IP


INCLUDING PACI'"CSDIDNAI.. COAPOAATIQNB

JEFFREY L.
Eso ..
iaalliher@dennenrnnspear.com

August 28, 2014

Sent Via Electronic and U.S. Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
Fax (702) 951-8022
generai@PandBLawyers.com
Re:

Pregame LLC v. John Karalis


Case No.: A-14-703627

Dear Mr. Prokopius :


It is my pleasure to represent Pregame LLC in the above-referenced matter.
am in receipt of your Notice of Appearance on behalf of Mr. Karalis.
Attached please find copies of the following documents related to this case:
Pregame LLC's complaint for breach of contract;
Pregame LLC's motion for temporary restraining order and
preliminary injunction;
Temporary Restraining Order dated August 1, 2014 and
subsequent orders extending the same;
Affidavit of Service of Estela Sandoval;
Pregame LLC's Petition for an Order to Show Cause;
Order to Show Cause.
Despite being personally served with the court's Temporary Restraining Order on
August 16th, 2014 Mr. Karalis has continued to engage in conduct which is in direct
violation of that Order. The court has set a hearing for September 23, 2014 to allow Mr.
Karalis to show cause why he should not be held in contempt for his continued and
blatant violations of the TRO.

:!301 N, BufTAI..O OA"IVE. SUITt 195 -

U.S

NV 9'?129

Donn Prokopius. Esq.


August28, 2014
Page2 of2
Please review the attached documents. I am available to discuss this case at
your convenience. In the interim. please direct all correspondence and other contact to
my attention at this office.
Thank you for your anticipated courtesy and cooperation.
Very truly yours,
DENNETI WIN SPEAR, LLP

JLG:ta

:3-:JtlJ N. BuJTALO DAIVE., SUIT 195 ;: LA9 vtOAS, NV B!a 129

. www.DcNNITTWINCI"'CAJZ.co""

TCL.: 702.839.1 1 DO

:i.

7C:Z.e3'1.1 113

Electronically Filed

08/04/2014 11:05:25 AM
1

2
3

4
5

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgalllher@dennettwinspear.com
DENNETT WJNSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas. Nevada 89129
Telephone:
(702) 839-11 00
Facsimile:
(702) 639-1113
AUomeys for Plafntiff Pregame LLC

CLERK OF THE COURT

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10
l

Plaintiff,

11

vs.

12

JOHN KARALIS,

Case No: A-14-703627-C


Depl No: IV

13

15

lrJ u

16

11- z

z
z

lrJ

DEfendant.

14

17
18
19
20
21
22

23
24

25
26
27
28

TEMPORARY RESTRAINING ORDER


COMES NOW, The Court, having reviewed Plaintiffs Ex-Parte Motion for Temporary
Restraining Order and, good cause appearing, hereby issues its Temporary Restraining Order

as follows:
Accordingly, based upon the foregoing Rndings of Fact and Conclusions of Law,
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's
Ex-Parte Motion for Temporary Restraining Order is GRANTED as PREGAME LLC has
demonstrated a reasonable probability of success on the merits of its claim for breach of contract
and if Defendant Karafis co!lduct is allowed to continue, such conduct will cause irreparable
harm to PREGAME LLC for which mere compensatory damages is an inadequate remedy,
pursuant to NRS 33.010.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis
is prohibited from providing content, as that term is defined in the Content Services Agreement

between the parties, to any other entity including, but not limited to, www.PhillyGodfather.com or

_.,

. ..,

("'

1'
2
3
4
5
6
7
8

9
10
11
c

12

"

13

"

14

z
c
0

..

15
16
17
18

19

any other competitor of PREGAME LLC, or otherwise engaging in conduct which competes with
the normal business of PREGAME LLC until further Order of the Court, or no later than

O.ufst it., 2.01tt

is prohibited from utilizing the Twitter handle "@VegasRunnet' and the Nom de Gambling
'Vegas Runner" until further Order of the Court. or no later than

is prohibited from tfJSclosing any confidential or non-pubfic information related to Pregame LLC
until further Order of the Court, or no later than

\I&! 1'l.J)It.\-.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary

Restraining Order shall take effect immediately upon the filing of this Order, and Its terms shall
be enforced under further Order of this Court
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC

shall post a bond or other suitable security In the amount of ONE THOUSAND DOLLARS

($1,000.00) in accordance with NRCP 65 (c) as security for such costs and damages as may be
incurred or suffered by any party who is found to have been wrongfully enjoined or restrained in
this action.
DATED this

/.,I.; ,;l._F

day of

21
Submitted by:

23
24
25
26

llo 12ol4 .

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

20

22

.t

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

27
28
2

Electronically Filed

0811512014 01:40:16 PM

2
3

4
5

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008076
jgaDiher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone: (702) 639-1100
Facsimile:
(702) 8391113
Attorneys for Plaintiff Pregame UC

CLERK OF THE COURT

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

<

Plaintiff,

11

vs.

12

JOHN KARAUS,

Case No: A-14-703627-C


Dept No: IV

13
<

">
1- "
1- %
ld

z
ld
0

<

Defendant

14

ORDER EXTENDING TEMPORARY RESTRAINING ORDER

15

COMES NOW, The Court, having conducted a status check in the above-referenced

16
17
18
19

20
21
22
23

24

25
26

27

2B

matter and, good cause appearing, hereby extends the Temporary Restraining Order issude by
the court on August 1, 2014 for a period of 15 days from the current dale of expiration as

follows:
IT IS HEREBY OROEREO, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's
Ex-Parte Motion for Temporary Restraining Order is EXTENDED until further Order of the Court.

or no later than

auqu

2A zo ttt.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from providing content, as that term is defined in the Content Services Agreement
between the parties, to any other entity Including, but not limited to, www.PhlltyGodfather.com or

any other competitor of PREGAME LLC, or otherwise engaging in conduct which competes with
the normal business of PREGAME LLC untO further Order of the Court, or no later than

2.9-f&1. UJ rlf-.

,.,

1
2
3
4
5
6

7
8
9
10
11
J

12

..

13

.,

14

>

15

16

...

17

18

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from utilizing the Twitter handle "@VegasRunnel" end the Nom de Gambling
"Vegas Runner" until further Order of the Court. or no later than

is prohibited from disclosing any confidential or non-public information related to Pregame LLC

until further Order of the Court. or no later than

au PQMM, lQ..JW 20f4-.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary


Restraining Order shan take effect immediately upon the filing of this Order, and its terms shall
be enforced under further Order of this Court.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the secwfly posted by
Plaintiff PREGAME LLC in the amount of ONE THOUSAND DOLLARS ($1,000.00) in
accordance with NRCP 65 (c) as security for such costs and damages as may be incurred or
suffered by any party who is found to have been wrongfully enjoined or restrained in this action
shall remain posted with the court.
DATED this

H-fk

day of

at

20
21

23
24
25

U pf.. .

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

19

22

Nevada
3301 N.
lo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
FecsirTUle:
(702) 839-1113
Altomeys for Plaintiff Pregame LLC

26
27
28

o":-t...::>

OFFICIAL RECEIPT

,Or.

District Court Clerk of the Court200 Lewis Ave, 3rd Floor las Vegas, NV 89101
Rec:elpt No.

2014-92166-CCCLK
TI&I!S8Ction D;de

08/1112014

Amcwn! Paid

On Behalf Of Pregame LLC


A-14-7U36Z7-C
P"''lwne U.C, Plalntilf(o) vs. John Koralls, Dslendant(o)
Ternponuy Reotralnlng Order
Temporary Reotralnlng Order
SUBTOTAL

PAYMENT TOTAL
Check (Rel#a934) Tendered
T<>lsl Tendered
Change

08111lZ014
02:4S PM

Cashier
StelionAIKO

OFFICIAL RECEIPT

Audit

34415997

L l_ _

1.000.00
1,000.00

0.00

2
3

4
5

Electronically Filed
08/19/2014 08:49:40 AM

ORIGINAL

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgalllhet@dennettwlnspear.com
DENNETT WINSPEAR, U.P
3301 N. Buffalo DriVe, SUite 195
Las Vegas, Nevacla 89129
Telephone: (702) 839-1100
Facslmlle:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
7

DISTRICT COURT

ClJ\RK COUNTY, NEVADA

10

PREGAME LLC, a Nevada UmHed Uab!Dty


Company

Dept. No:

11

<

<
m

12
13
14

Case No: A14-703627.C

rv

YB.

JOHN KARAUS, an Individual DOES 1 through


20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 11hrough 20, inclusive,

15

16

17

<

18
19

20

21

Defendant
SUMMONS -CIVIL
NOTICE! YOU HAVE BEEN SUED. THE COURT MAY DECIDE AGAINST YOU WITHOUT
YOUR BBNG HEARD UNLESS YOU RESPOND WITHIN 20- DAYS.
READ THE
INFORMATION BELOW:
TO THE DEFENDANT: JOHN KARAUS

A Civil Complaint has been IDed by Thfrd..party Plaintiffs against you for the relief set fol1h

22

In the Complaint

23

1.

If you Intend to defend this lawsull, within 20 days after this Summons is

24

served on you, EllCclusive of the clay of service, you must do the fallowing:

25

(a)

Fila with Jha Clerit of this Court. whose address Is shown below, a

26

fonnal written response to the Complaint in accordance with the

27

rules of lhe Court, with appropriate fillng fee.

28

("'

....
1

(b)

address is shown below.


2.

against you for the relief demanded in the Complaint, which could resuH In

the taking of money or property or other relief requested In the Complalnl


3.

4.

have 45 days after service of this Summons within which to file an Alrswar

12

or other responsive pleading to the Complaint

13
14

15

z
a

17

18

The state of Nevada, Its political subdivisions, agencies, officers,

employees, board members, commission members and legislatols each

11

If you Intend to seek the advice of an attorney In this matter, you should do

so promptly so that your response may be filed on lima.

10

Unless you respond, your default will be entered upon application of the

Plaintiffs and faBure to so respond wiD result In a judgment of default

5
7

Serve a copy of yow response upon the attomey whose name and

16
Clarl< CountY RegiOnal
200 Lewis Avenila
;: . .
Las Vegas, Nevada 89155: . .

. .

19
20

21
22

Submitted by:
DENNETf WINSPEAR, LLP

23

24

25
26

Z7
28

AFFIDAYIT Of SERYICE
STA1EOFNEVADA

)
)ss

COUNTY OF CLARK

Estela Sandoval, being first duly sworn, deposes and says: That Affiant is a

citizen oflhe United States, over eighteen years of age, employed by Elite Investigations,
Nevada Private Investigator's License Number 873, and not a party to, nor inte=ted in
lhe proeeedings in which this affidavit is made. That Affiant received one (I) copy of the
attached Temporary Restraining Order, Swnmons and Complaint entitled Pregame LLC
v. John Karalls, on lhe 16"' of August, 2014. On August 16, 2014, lhe Affiant personally

served lhe above referenced docwnents upon John Kara!is at his place of residence
localedat 8055 Sapphire Cove Avenue, Las Vegas, Nevada 89117.

State of Nevada

County of Clark
Subscn'bed and sworn to before
On this

day

2014, by

jknJvd j - - -

Electronically Filed
08/27/2014 11:11:46 AM

'
I

2
3
4

6
7

NOT
PROKOPIUS & BEASLEY
DONN W. PROKOPIUS, ESQ.
Nevada Bar No: 6460
JEREMY R. BEASLEY, ESQ.
Nevada BarNo.: 12176
931 South Third Street
Las Vegas, Nevada 891 OJ
(702) 474-0500 I Fax (702) 9518022
general@pandblawyers.com
Attorney for Defendant, JOHN KARALIS

DISTRICT COURT
CLARK COUNTY, NEVADA

9
I0

CLERK OF THE COURT

PREGAME LLC,

II

CASE NO.: AI4-703627..C


DEPT.NO.: N

Plaintiff,

12

vs.

13

JOHN KARALIS,

14

Defendant

IS

NOTICE OF APPEARANCE

16
17
18
19
20
21

NOTICE IS HEREBY GNEN, that DONN W. PROKOPIUS, ESQ., of the law firm of
PROKOPIUS & BEASLEY, enters his appearance on behalf of the Defendant, JOHN
KARALIS, in the above-entitled action.
DATED

of August, 2014.

22
23
24
25
26

27
28

BY:
W. PROKOP
ESQ.
MY R. BEASLEY, ESQ.
931 Solllh Third Street
Las Vegas, Nevada 89101
(702) 474-0500 I Fax (702) 951-8022
general@pandblawyern.com
Allomey for Defendant

CERTIFJCATE OF MAILING

2
3
4

5
6

7
8
9

10
11

12
13
14

!5
16
17

18
19
20
21
22
23
24
25

26

27
28

I hereby certify that I am an employee ofPROKOPIUS & BEASLEY, and on the


day of August, 2014, I duly deposited for mailing, first class mail, postage prepaid thereon, in th

United States Mail at Las Vegas, Nevada, a true and correct copy of the above and foregoin
NOTICE OF APPEARANCE in the above-entitled matter, addressed to the following
last known address
Jeffrey L. Galliher, Esq.
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, NV 89129
A/lorney for Plain/iff.

PREGAMELLC

B1

the'

A-14-703627-C

DISTRlCTCOURTCMLCOVERSHEET XXIII
- - - - - - - - . . . . ! C . . . . u y . Nrn<do

I. Party iarormatioa ,.-. bol1o ..... ..J,.oll/#jt ....... lfdiJI..Ddcndaol(s) (-esslphooc):

PREGAME, LLC, A Nevada Co!poraUon

JOHN KARAUS, an Individual


DOE COMPANIES 1 through 20; and
ROE CORPORATIONS 1 lhlough 20, inclusife

'

JEFFREY L. GALLIHER, ESQ. Bar No. 008078


DENNETT WINSPEAR. LLP
3301 N. BUFFALO DRIVE, #195
LAS VEGAS, NV 89129 (702) 839-1100

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Electronically Filed

07/10/2014 07:26:22 AM

f!F'

1
2
3
4

j.!z.f..-- -

JEFFREY L. GALLIHER. ESQ.


Nevada Bar No. 008076

CLERK OF THE COURT

jgaUiher@dennettwinspear.com
DENNETT WINSPEAR, LLP

3301 N. Buffalo Drive, Suite 195


Las Vegas, Nevada 69129
Telephone:
(702) 639-11 00
FacsimHe:
(702) 639-1113
Attorneys for Plaintiff Pregame LLC

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

9
10

PREGAME LLC, a Nevada Umited Liability


Company
Plaintiff,

11
<

12
13

<
>

"'z
0

<

14

Case No:
Oepl No:

A 14-703627- C
XXIII

vs.
JOHN KARAUS, an lnarvidual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

COMPLAINT

15
Oefendanl

16
17

COMES NOW Plaintiff, PREGAME LLC, a Nevada Limited Liabirrty Company, by

16

and through its attorneys of record of the law firm of DENNETT WINS PEAR, LLP, and

19

hereby complains and alleges against Defendant, JOHN KARAUS an individual, as

20

follows:

21

I.

22
23

PARTIES AND JURISDICTION


1.

That at all times mentioned herein, Plaintiff, PREGAME LLC, (hereinafter

24
25

"Pregame LLC" or "Plaintiff") was a Limited Liability Company duly organized and

26

operating pursuant to the laws of The State of Nevada with its principal place of

27

business in Clark County, Nevada.

28

2.

That at all limes mentioned herein, Defendant, JOHN KARAUS

(hereinafter "Karalis' or "Defendant") was and is a resident of Clark County, Nevada

3
4

3.

That the true names and capacities, whether indMdual, corporate,

associate, or otherwise, of Defendants as herein alleged as DOES 1 through 20, and

ROE COMPANIES 1 through 20, are unknown

7
8

to Plaintiff who therefore sues said

Defendants by such fictitious names. Plaintiff Is informed and believes and thereon
alleges that each of the Defendants designated herein as DOE is responsible in some

9
10

bl

z
z

<(

to and caused damages proximately to

11

Plaintiff as herein alleged, and Plaintiff will ask leave of the Court to amend the

12

Complaint to insert the true names and capacities of DOES 1 through 20, ROE

13

COMPANIES 1 through 20, and ROE CORPORATIONS 1 through 20, wheri the same

14

have been ascertained, and join such Defendants in this action.

1- :
... z

manner for the events and happenings referred

15
16

4.

This Court has jurisdiction in this matter and venue is proper because this

to and arises out of conduct which occurred, in whole or in part, in the

17

action relates

18

County of Clark. State of Nevada.

19

IL

20

GENERAL ALLEGATIONS

21
22

23

5.

Plaintiff operates a website residing on the world wide web at

"www.pragame.com" (hereinafter "pregame.com or "the website"). Through the website

24

Plaintiff provides sports related content of interest to sports fans and sports bettors.

25

Some of that content is provided free of charge to viewers of the website and other

26

content. designated 'premium content. can only be accessed after paying a fee.

27

Premium content subscription fees are a main source of revenue for Plaintiffs business.

28

Plaintiff obtains the content from contracted content providers including Defendant John

Karalls.

3
4

6.

On or about June 18, 2012 Pregame LLC entered into a Content Services

Agreement ("the Agreement") with Defendant Karalls, and in or around 2009 Pregame

5
6

LLC entered into a Social Network Addendum ("the Addendum") with Defendant Karalis.

The Agreement and the Addendum are attached to hereto as Exhibits A and

respectively.
By its express tenns the Agreement was to continue for a period of 5

10
11

s.

years, tennlnatlng In June 2017. (Exhibit "A", Paragraph 9) The Agreement followed a
previous similar contract between the parties which was replaced by the Agreement.

12
13
14

The parties have operated under the current and previous contracts for a period of

several years without incident.


8.

Pursuant to the Agreement Defendant Kararas granted Plaintiff an exclusive

>

15

Ill

16

license to "publish, display, reformat and distribute" all sports related content generated

>

17

by Defendant Karalis, (Exhibit "A , Paragraph 2) as well as the right to bundle such

18

content with that of other providers. (Exhibit "A", Paragraph 3).

11-

Ill

19

9.

The Agreement provides that Karalis may not publicly disclose Information

20
21

related to his relationship with Pregame LLC (Exhlbil"A", Paragraph 13), that Kara6s will

22

not undertake any conlllctlng obligations (Exhibit "A", Paragraph 16), and that Karalls will

23

not attempt to induce employees or customers of Plaintiff to leave Pregame LLC or

24

pregame.com (Exhibit "A", Paragraph 18). The Agreement further restricts Kalaris' use

25

of the Nom De Gambling "Vegas Runner"

26

27

28

10.

Pursuant to the Addendum Plaintiff was entitled to be the registered

account holder of any Social Site accounts, including Twitter handles, utilized by

Defendant Karalis in connection with the production of content Karalls was further

obligated to provide the current usemame and password for all such accounts to Plaintiff

and was prohibited from changing said passwords without Plaintiff's prior written

4
consent Karalis was also forbidden from referencing any third party competitor to

5
6
7

The Addendum included a liquidated damages clause specifying damages for each and

every violation of the provisions outlined above. (Exhibit "B", Paragraph 4 ).

9
10
11
J

13

14

..

11.

Nevertheless, on or about June 18, 2014 Defendant Karalis attempted to

"resign" from his contractual relationship with Pregame LLC. Upon information and
belief Karalls was induced to do so by an offer from a direct competitor to Pregame LLC.

12

"'

"

Pregame.com without prior written consent of the Plaintiff. (Exhibit "8", Paragraph 3).

15

Subsequently Karalis has engaged in conduct in direct violation of his obligations and
Pregame LLC's rights under the Agreement Such violations have been ongoing and
continuous and have caused substantial damage to Pregame LLC.

16

Ill.

17

FIRST CLAIM FOR RELIEF

18
19

(Breach of Contract)
12.

Plaintiff hereby incorporates Paragraphs 1 through 11 of the Complaint as

20
21

22

23

e:'

though said paragraphs were fully set forth and incorporates the same herein by
reference.
13.

A valid and existing contract for was entered into between Plaintiff and

24

Defendants on or about June 18, 2012 in the form of the Agreement and In or around

25

2009 in the form of the Addendum (hereafter, coDectively, "the Contracts").

26

14.

That Pregame LLC fully periormed each and every one of its obligations

27
28

under the Contracts.

("'

1
2
3

15.

Defendant materially breached the Agreement by, among other things,

faDing to provide content to Pregame LLC since on or about June 18, 2014 and Instead
providing such content to a competitor of Pregame LLC.

4
16.

Defendant materially breached the Addendum by, among other things,

5
6
7

continuing to use the Nom de Gambfrng of "Vegas Runner" and referencing competitors

of Pregame LLC through such mediums without prior written consent of the Pfaintiff.

9
10
11
J

<

19.

That as a result of Defendants actions, Plaintiff has suffered damages In an

amount in excess of $10,000.00.


20.

That It has been necessary for Plaintiff to retain the services of an attorney

12
13

<

seizing control of the user account for the Twitter handle "@VegasRunner," and

14

to prosecute this action, and Defendants should be required to pay reasonable


attorneys' fees and costs of prosecuting same.

15

IV.

16

SECOND CLAIM FOR REUEF

17

(Breach of the Implied Covenant of Good Faith and Fair Dealing)

<

18

>

19

21.

Plaintiff hereby incorporates Paragraphs 1 through 20 of the Complaint as

20

though said paragraphs were fully set forth and incorporates the same herein by

21

reference.

22

22.

Plaintiff and Defendants are parties to the Contracts.

23.

Defendants owed a duty of good faith

24.

Defendants breached the duty of good faith by attempting to unilaterally

23
24
25
26
27
28

to the Plaintiff.

terminate, and otherwise falling to abide by the binding tenms of, the Contracts despite
Plainllfl's fuU performance of its obligations thereunder.
25.

That as a result of Defendants actions, Plaintiff has suffered damages in an

amount In excess of $10,000.00.

2
3

26.

That it has been necessary for Plaintiff to retain the services of attorneys to

prosecute this action, and Defendants should be required to pay reasonable attorneys'

4
fees and costs of prosecuting same.

v.

6
7

THIRD CLAIM FOR REUEF

(Attorneys Fees and Costs)

9
10
11

12

13

27.

!hough said paragraphs were fully set forth and Incorporates the same herein by
reference.
28.

.J

14

>
w
%

Plaintiff hereby Incorporates Paragraphs 1 through 26 of the Complaint as

Pursuant

action to enforce or interpret any tenn of the Agreement is entitled to an award of an

15

reasonable legal

16

29.

17
18

to Paragraph 26 of the Agreement the prevailing party in an

costs and fees associated with such an action.

As a result of Defendanrs conduct in breach of the Agreement Plaintiff was

compelled to file the instant case which is the type of "action" contemplated by
Paragraph 26 of the Agreement.

19

30.

Should Plaintiff prevail in this matter Plaintiff is entitled to an award of

20

21

reasonable attorneys fees and costs as specified in the Agreement


WHEREFORE, Plaintiff prays for judgment against Defendants as follows:

22
23

1.

For general damages In an amount in excess of $10,000.00;

24

2.

For the costs of suit Incurred herein;

25

26
27
28

Ill

Ill
Ill
6

3.

For reasonable attorney's fees incurred herein;

4.

For interest on said damages at the statutory rate;

5.

For such other and further relief as the Court deems just and proper.

4
5

DATED this

OJ

day of July, 2014.

6
7

DENNETT WJNSPE.AR, LLP

8
9
10
11
J

12

JEFFR

Nevada
3301 N.
lo
ve, SUite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

.J

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z
>

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<

18

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20

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25
26

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28

EXHIBIT "A"

EXHIBIT "A"

CONTENT SERVICES AGREEMENT


This Content Services Agreement (Ibis
is effective as of June 18,2012 (the
"Effective Date") and is made by and between Pregame, LLC a Nevada limited llabilily
company ("Prgwwn and IlK
s.=rvicc provider (..Coo!cnt Provider").
Recitals
A. Whereas, Cornem Provider provides certain content regarding upcoming and past
sporting C'\'CDIS and spons related information (collectively, the "ConteJ!t").

B. Whereas, Content Provider desires to provide such Content to Pregame on the


tenns and comlitions set forth in this .AgTecment.

C. \\'bereas. Pregame desires to n:ceivc such Content on the terms and comlitions set
fonh in this Agreement.

IN CONSIDERA nON OF the matters described above and of the mumal benefits and
obligations set forth in this Agn:ement, the parties to !his Agn:ement agree as follows:

i("'

I. Content Desc:rjption. Content Provider hereby agrees to provide Pregame the


Comeot (mcluding infOCIIIIIIion on sports betting, injuries, news, and game
predictions). The 1.em1 "sportsft 11pplles to all lhe major sports of iDierest in
the United States (e.g., American Football both College and Professional,
Major League Baseball, Basketball bo!h College and Professional, European
Football), in addition to sports of secondary interest socb as bo= racing,
boxing. Mixed Martial Arts, golf. termis, and others. The Content may consist
oftcJCt. audio. visual or any combination of the foregoing and may be
provided to Pregame in any mutually agreed fonnat whether tangible or
intangible.
2. Con!cnt License. Content Provider hereby grants Pregame a license to
publish, display, reformat and distribute the Content via any means. Unless
stated otherwise on Exhihit A. (i) this license will he exclusive and
(ri) Pregame may sublicense its rights hereunder as a syndicaior of the
Content. The parties acknowledge and agree that some mutually agreed upon
portion of the Coni<:DI
no less than 1OOh> of overall ConiCnl) ,.;u be
provided to end users at no charge.

3. Bll!ld!ing License. Pregame may


the content of other content providers.

Coolcnt Provider's Cootent with

4. Promotiollal Distributions. PreGame may provide portions of the Content to


end users at a significant discount as a promotion tool to boost geno:ral
premium Coment sales. Any monies generatecl by socb promotiooal offerings
are retained I 00% by Pregame to cover the administrative costs of such
promotions. No more than 20% of Cootenl Provider's toU!I C"nmen can be
-:::J..,

--------

-------------

included in such di:;counted offerings over the COimle of any calendar IIIODth

wilhoul the express consent of the Con1e111 Provider.


5. PreGame Promotional Effort. Pregame shall use all n:asonable effons to
prumulc 1.hc:: Cootcul on Pregame s offerings sucl1 lhat th Conlcot is among
the 1np ranking percentage indicaled on Exluoit A in terms of overall
promotiooal effort of those who sell content through Pregame.
6. Conlt:nt Pro>ider Promotional Effort. Content Provider shall use its best
effons to (i) promote the sale of the C.onlent through Pregame's website: and
(ii) promote other content providers publishing content on
web5il.e.
7. Ouantitv ofConlt:nL Content Provider shall produce content commensunue
with at least 30 bonn of efTon per month (as measured by a reasonably
&VC1'8Se coniCRt provider) and the Content produced must be at least of the
quality of conlent produced by similarly situal.ed coolall pro\idcrs.

8. Additional Seryjcr;s Content Provider funher agrees to provide such other


services as Pregame and Content Provider may agree upon from time ID time
under the terms of this AgrcemenL

9. Term and Termination. Unless otherwise staled on staled on Exhibit A. the


term of this Agreement shall commence on the Effective Date and continue
for a period of five (5) YC31S (the "Initial Tenn""). Tbereafler, this Agreement
shall autOmatically renew on an annual basis for consec:utive one ( 1) year
terms (each a
Term""). Either party may terminate this Agreement
either prior 10 the conclusion of the Initial Term or during any Rcnewul Term
upon at least thirty (30) days notice with such termination effec:the on the
next renewal date. Either may terminate this Agreement for breach of a
material term of Ibis Apeemcnl upon a1 least thirty (30) days prior wriuen
notice of termination provided the breed! is not cured within such notice
period. During any period that Content Provider is (i) in breach of this
Agreement; (Ji) is acting iu an unprofessiooal manner or (Iii) acting in any
manner which. in Pregames sole discretion. reflects adve=ly on Pregame,
then Pregame may. in its sole discretion. n:strict or suspend display and/or
promotion of the Content.
I 0. Oblil!8!jons During Notice Period. In the event that Content Provider desires
ID terminate this Agreement. during the thirty (30) day notice period n:quired
in Section 9, holh panies mu.o;t mainlain dealing comJ18111ble 10 their dealings
prior to terminating Ibis Agreement, including ConleDI Pro'ider continuing to
provide Conlenl of compamble qwmtity and quality. After lhe expiration or
termination of this Agreement for any reason. C.omeot Pro\ider shall not
indicate to 1111y third party that Conlenl Provider bas ever provided content to
Pregame. com.

Coment Services

II. Compenation. Unless a specific compensation is set forth on Exhibit A. the


pan:ies shall mutually agree on the compensation for the panicular item of
Content on an individual case basis. Unless otherwise staled jn Elihibit A.
Pregame shall have the rigbtiO determine. in its sole discretion, the price at
which the Content is made available in any and all medil.llllS.
12. Tnning ofPavment. Compensal.ion will be payable on a monthly basis, while
this Agreement is in force. Though Pregame bas a polir;y of maldng payments
as soon as possible. payment10 Content PrO\ider .,.;u be mailed by Pregame
.,.;thin sixty (60) after the last dey of the calendar IDODib 10 which the payment
applies.
13. Confidential lnfonnation. "'Confidential
mc:ans any non-public
infonnarion penaining to Pregame's business or technology. Confidential
infomuuion includes information disclosed by Pregame to Coment Provider.
and information learned by Content Provider durins the
of or as a
n::sult of lh.i
Confideotialluiui'JDUliuu i.Dcludes i tcms such as the
terms and exislence of this Agreement. information and documents
conoeming Pregame processes; suppliers; customer lists; email lists;
advenising and mwketing plans; business stmtegics: profit margins: seasonal
plans. goals, objectives and projectioDS; compilations. analyses, and
projections regarding company's dhisions, stores, prodUCI segments, prodUCI
lines. suppliers. sales and expenses; flies; trade secrets and patent applications
(prior 10 their being public); salary, staffins and employment information
(including infonnation about performance of other executives); and wknow
techniques and any technical infonnation not of a published nature
nelaling, for example, to have company conducts its busino::ss.
14. Obligation of Confidence. Content Provider shall not divulge. disclose or
make accessible to any other person. firm. partnership, corpotalion or any
olher entity any confidential information except when required to do so by a
coW"\ oflaw. by any governmental agcnr;y having supenisory authority over
lhe business of Pregame or by any governmental body ... jurisdiction 10
order Content Provider to divulge, disclose or make accessible such
information (each a wcomoelled Disclosure"). Content Provider shall give
Pregame prior written notice of any Compelled Disclosure and assist Pn:game
"ith the prevention of such disclosure or seeking confidential lrcalment of the
Confidential Information 10 be disclosed.
15. Rerum of Properry. At the request of Pregame and/or on tcnninalioo of this
Agreement. Conlcnt Provider ,.,;)( retwn to Pregame all documents. records.
notebooks. media and anything else containing Pregame's confidential
information, including all copies thereof, as well as any other Pregame
properly in Content
possession, control or custOdy. Content
Provider will also delete from its computer or other clectroruc storage medium
any Pregame proprietmy or confidential infonnation. Not laler lhan twenly

(20) days after this Agreement is terminated Content Provider will certifY in
writing to Pregame lhat Content Provider has complied with these obligations.
16. No Conflicting Obligations. During the term of this
and for a
period of two (2) ye;m; after termination or expiration. except as may be
expressly pennined on Exhibit A. Content Pro\ider will not, directly or
indirectly, (i) be involved with a business which is in competition with
Pregame. or (ii) divert or anempt to divert liD)' business that Pregame bas
enjoyed. After the termination of this Agreement, Content Provider is
prohibited from contacting.. attempting to contact, solicit any CUSIODler, buyer
or person or providing any oontent to whom Content Provider had contact
with while fulfilling its obligations under this Agreement.

I 7. Third Pam Placement. Unless otherwise staied oo Sl8led on Exhibit A. if


Pregmne places Content \\ith web sites or other distribution mechanisms
operated by one or more third panics (each a "Third Pa:ny Site"}. Collll:nl
Provider agrees to waive Content Provider's relationship indefiuitely with
such Third Party Sile, so that Content Provider agrees to never contact, solicit.
accept employment, offer services Wlder IIDY assumed name with that Third
Party Site both during and after the expiration of this Agreement.
18. Non-Solicitation. Any ancmpt on the pan of Content Provider to induce an
Pregame, or any elfon by Content Provider 10
employee or customer to
interfere Y.ith IIDY relationship with Pregame employees or other content
providers would be harmful and damasing to the Pregame. Therefore,
Contc:ut Provider agn:cs lluu during the t.:tnl of this Agn:.:mcnt and ltfter
termination of this Agreement, Content Provider will not in BDY way din:c:lly
or indirectly:

a. induce or anempt to induce any employee or other content provider of


Pregame to quit employment or retainer:
b. otherwise interfere with or disrup1 the Pregame relationship with its
employees or other content providers;
c. discuss employment opportunities or provide infoi'ID81ion about
competitive employmcnl to any of the Pn:gamc employees or other
content providers: or
d. solicit. entice. or hire away any employee or other content pro,ide:r of
Pregame.
19. Nom De Gambling. The term "Nom De Gambling" refers to the identity
assigned to Content Provider for use in association \vith the Conlem. The
Nom De Gambling utilized by Pregame in coMection \\ith the Content will
not be restricu:d in any manner, and Contem Provider has no rights 10 use the
Nom De Gambling during (except in coillleClion \vith providing Content 10
Pregmne) or after the conclusion of this Agreement. ln the event the Nom De
4

.------

....

Gambling bas been J=Viously utilW:d by Content Provider. then Content


Provider hereby assigns to Pregame any and all right, title und interest Content
Provider may have in or to I'UCh Nom Oe Gamhling. The Nom De Gambling
for the Coote:nt is a trademark of Pregame. Content Provider shall not utilize
or anempt to register any name which is deceptively similar 10 the Nom De
Gambling provided by Pregame under the tenDS of this Agreement This
Section 19 is subject to modification as provided in E.'<hibit A.

20. Trademarlcs. CoOient Provider shall not utilize the Dlllllc Pregame or any of
P1egame's tmdernarks without the prior written consent of Pregame.

21. Rights in ConJent Content Provider agrees that any item of iotellecrual or
anistic property (including Content) generated or provided by Content
Provider in connection with the perl'onnance of this Agreement is a -work for
hire" under all applicable laws aod the sole propeny of Pregame.
22. Assignmeqt Content Provider will not voluntarily or by ope!>llion oflaw
assign or otherwise tranSfer its obligations under this Agreement withoUI the
prior written consent of Pregame. Any anemptcd
in violation of
this provision sba1l be null aod void. This Agreement will enure to tbe benefit

of aod be binding on the panies and their respective penni !ted successors and
penoined assigns.
23. Nllllln' of Rcla!jnnship. It is expressly agreed that Content Provider is acting
as an independent contractor and not as an employee or agent in pro'iding the
Content Content Pro,ider and Pregame acknowledge that this Agreement
not creale a partnership or joint venture between them (unleslo expressly
staled in any other prior agreement) and is exclusively a cont.ract for senice.
24. Modificaiion. Any amendment or modification of this Agreement or

additional obligation assumed by either pany in connection with this


Agreement will only be binding if C\ideoced in writing signed by each pany
or an authorized representative of each pany.
25. Nntic.:s. All notices, n:qU<Sts. .Jow..nds or otb.:r L"Uaunwucations n:quired or
permitted by !he terms of this Agreement will be given in writing and
delivered to the parties of Ibis Agreemeut at the addresses set forth in !he
signature blocks below or such otber addresses as eitber party may provide for
itself from time to time.
26. Anpmeys Fees. In the event thllllegal action is brought to enforce or interprel
any term of !his Agn:ement, the J'f'l"'ailing pany
be entitled to recover, in
addition to any other damages or award, all reasonable legal costs and fees

associated with !he action.


27. Entire AueemenL This Agreement repn:scnts the entire understanding and
agreement b<:tweeo Content Provider and Pregame as to the subject maner
hereof. This Agreement supersedes any olher agreements and understandings

--. --------------:

bclw=n Conll::llt Pro vida lllld Pregame with


10 any Content or other
services. There are oo other promises, representations. undetSialldings or
inducements other lhao those specifically set forth in this Agreement.

28.1oAAmnjty. CoRientl'rovidcr \\ill indemnify. defend and hold harmless


Pregame from and against liD)' claims or actions by any other party, arising
from or relmcd 10 the provision of the Content by Content Pro\ider or
Pregame's use thereof and pay all liabilities, costs (including Sllorneys fees)
and expecses incurred by Pregame in coDDection therewith.
29. Headines. Headings are inserted for the convenicm;c of the panics only and
are QOI10 be considered when iruerpreting this Agreement.
30. Interpretation. Words in the singular mean and include the plwal and \ice
ver.;a.. Words in the masculine mean and include tbe feminine and vice versa.
The pbmse Mincluding- shall mean Mincluding without limitation.31.Suryiya!. TheprovisionsofSections 13, 14, 15, 18, 19,20,2J,28and
31 sball SllTVivc the cxpimtion or termination of this Agreement for any

reason.
32. GoYeming Law. This Agreement ood the performance under this Agreement,
and all suits and special proceedings under this Agreement, be construed in
accordance with and governed by the laws of the Stale of Nevada, without
reference to its choice of law pro\isions. All actions and proceedings
pertaining 10 this Agreement \\ill be filed and litigated exclusively in any Stale
court or federal coun locmcd in Clark County, Nevada. Pregame and ConteRI
Pro\ider expressly ronsent to the jurisdiction of these courts, agree that venue
is proper in these COwtS and company and you consent 10 service of process
made at your last kno\lill address in companies records.
33. Severabilit..-. In the event that any of the provisions of this Agreement are
held 10 be invalid or unenforceable in whole or in parL all other provisions
will nevenbeless continue 10 be valid and enforceable with the invalid or
unenforceable pans severed from the remainder of this Agreement.
34. Waiver. The waiver by either party of a breach. default, delay or omission of
any of the provisions of this Agreement by the other party ";u not be
construed as a waiver of BD)' subsequent breach of tbe same or other
provisions.
35. BIO!!!!ing Con!e!lt In the event Content Provider pro\ides any conrent to blog
sileS, bulletin boan1s ur otba communiCII!ion forums bost.:d by fu:game,
Conten! Pro\ider agrees to be botmd by and strictly comply with the Terms of
Use loca!ed at www.pregame.comltenns-of-service

-------------

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"'
\

IN WITNESS WHEREOF, lhe patties have duly executed this


as of the
dates set forth below intending that Ibis AgJeeiDeot be effective as of the Effective Dille.

I
!
i

ir"

I
I

Stale of
County of

Nd lilifCl

(I \(U IL/ 0 day of J-\ I\J, 20

this. the
me a not? public. lhe
undersigoedofficer,personallyappeared
U{l11 ( L
,knowntome
(or sa:tisfaclonly proven) to be lhe person ose namb is subsaibed 10 the within
instrumem. and acknowledged thai be execuu:d lhe same for the purposes thereiJJ
contained.
an

E:Lbibit A

Distribution and Compensatioo


Content Ptpmotion Ranking Target. The Cootenl shall receive promolional
fi"om Pregame consistent with those provided 10 the lOp 100 pen:ent of those selling
content 81 Pregame.com

k!3ase\int:

m= the calcodar yc:ar in which the llifective l.>lole occws.

"'Cost of Grpwth" means 1e11 perceot of the Growth Rate.

-Gross Revenues" means sums actually received from the resale of all fee
based content 10 end users {whether through Pregame or a Third Party Si!e).
"{'nowth
means the result of dividing the Ner Revenues for the prior
calo:ndar year by the Net Revenues for the Baseline Year. For avoidance of
doubt. the Growth R.ale can not be less than zero.
means costs RaSOnably neeessa1y in order 10 sell and
"Necessary
distrib111e conlent, including credit can! processing fees, refunds, crediiS.
charges by offilia!e parmers, the Coo!ent"s proportiODale share of credit card
"charge-backs" as a pen:ent of IOta! content sales, the Content's proportionale
share of costs incurred in connection with Pregame's loyalty program and any
other costs reasonably necessary 10 the ability to sell and distribute the
Content.
"Net Revenues" means Gross Re1enues minus Necessary Expenses during a
calendar year.

"Commission Rale" means 33%.


Net Revenues from bundled content sball be divided prtH"Illll among the
contributors.
Compensattion Calcullllion

l. (Net Revenues from Contenl) X (tbc Commission Rale) =Gross Commissions

2. (Gross Commissions) X (I .COS! of Growth)= Net Commissions


Note:: noc adjustment nuod.: in Sic:p 2 shall nul n:dua: tiro:<s COIIIIDis>iUib by gn:&ICT
!han 39o/..
If Content packages an: sold io which the promised delivery of the Content
extends beyond the calendar month of pun:basc. the accounting of net revenue
corresponds with the actual delivery of the Content (i.e. the percentage of the
E:<hibiiA
St::rvice:s AJmiiClrt

contelllacrually delivered in a given calendar month \l.ill diclllle the percentage of


package's net revenue allotted to
F?'"
a Colllent package
is pwchased on April I, and the Content IS promised to be delivered through
May 31, then the percentage of re"enue allotted to April wiU be SOo/o, with 50%
allotted to May.

Certain Ouali ficatiQs 1D Rights and Obligations:


Section 16: Notwithslanding the provisions of the tim sentence of Section 16, Content
Provider may provide the Content to competitors of Pregame after the term of this
Agreement
Section 19: Pregame shall not make aoy further use of the Nom De Gambling upon
1e1111ination of this Agreement and. effective upon such termination, assigns to Content
Provider all right, title and interest in and to tbe Nom De Gambling.

EXHIBIT "B"

EXHIBIT "B"

This Social Network Addendum (this Addendum") is effective as of March


1, 2009 (the "Effective Date") and is made by and between Pregame, LLC a
Nevada limited f.ability company ("Pregame") and the undersigned service
provider ("Content Provide().
Recitals

A.
Whereas, Pregame and Content Provider have previouslljentered
into a Content Services Agreement with an effective date of I 0 /B /';).q!?
(the "Agreeroent1 pursuant to which Content Provider provides to Pregame
certain content regarding upcoming and past sporting events and sports related
information (collectively, the "Content;.
B.
Whereas, Content Provider desires to establish and maintain an
account on one or more social networking sites such as Twitter, Facebook and
MySpace (collectively, the "Social Sjtes") on which Content Provider will Promote
the Content
C.
Whereas, the parties desire to estabfish certain understandings as
to Content Provider's use of Social Sites as set forth in this Agreement
IN CONSIDERATION OF the matters described above and of the mutual
benefits and obrtgations set forth In this Addendum, the parties agree as follows:

1.

Defined Terms and Recitals. Capitalized terms not defined herein


shaU have the meaning given to them in the Agreement The above-referenced
Recitals are hereby incorporated in this Amendment by this reference. Except as
modified by this Amendment, the Agreement is hereby ratified and remains in full
force and effect.
2.
Pregame Network. Pregame operates a website at
www.pregame.com (the "Website") to which Content Provider provides the
Content As one of its features, the Website provides marketing and networking
functionality (the "Pregame Network").
3.
Promotion on the Preoame Network. Content Provider may
promote its presence on Social Sites through the Pregame Network if and only if
all of the following are true: (Q Pregame is the registered account holder of the
appficable Social Site account (each an 'Acoount"); (ii) Content Provider has
delivered the current user name and password for the Account to Pregame and
does not change these items without Pregame's prior written consent;
(iii) Content provider shall not reference any third party (eg a compethor
Pregame.com) through the Account without prior written permission of Pregame;
and (iv) Pregame may modify the look and feel (but not the content) of the Social
Pages associated with the Account. including placement a "Sponsored by

Social S""'ort< Addendum


C(r.\1 1:::..-ll SUVJC'i'_,._ AC'.JtE.I:)JE.."\f

Pregame" or other logo. Content Provider covenants and agrees to maintain the
accuracy of each statement in this Section for the duration of the Agreement.

4.

Liquidated Damages. IN THE EVENT CONTENT PROVIDER


UTILIZES THE ACCOUNT IN VIOLATION OF SECTION THEN CONTENT
PROVIDER AGREES THAT PREGAME WILL BE DAMAGED IN AN AMOUNT
WHICH IS NOT READILY ASCERTAINABLE. DUE TO THE SPECIAL NATURE
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN.
FURTHER, CONTENT PROVIDER WISHES TO HAVE A LIMITATION PLACED
UPON ITS POTENTIAL LIABIUTY TO PREGAME IN THE EVENT OF SUCH A
BREACH. THEREFORE, CONTENT PROVIDER AND PREGAME HEREBY
AGREE THAT CONTENT PROVIDER SHALL PAY THE SUM OF $50.00 PER
MARKETING MESSAGE TO ACCOUNT FOLLOWER (E.G., 1,000
FOLLOWERS- ONE MESSAGE $50,000) IN VIOLATION OF SECTION.
PREGAME AND CONTENT PROVIDER HEREBY EXPRESSLY AGREE THAT
SUCH PAYMENT BY CONTENT PROVIDER IS REASONABLE AND IT
INTENDED TO CONSTITUTE UOUIDATED DAMAGES TO PREGAME AND
SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY.
CONTENT PROVIDER AND PREGAME ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY
THEIR INmALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS.
Content Provider Initials:

.,(-..,*"---

Pregame Initials:

5.
Content Control. Content Provider shall be responsible for all
content posted or otherwise transmitted through the Account Content Provider
shaU indemnify, defend and hold harmless Pregame from and against any and all
claims {including all liabilities, costs. expenses (such as attorney fees).
obligations and damages) in any way arising from or related to the Account
6.
Effect of Termination. Content Provider's abiUty to access and use
of all Accounts pursuant to Section of this Addendum shall automatically
terminate upon termination or expiration of the Agreement All othar provisions
of this Addendum shall survive termination or expiration of the Agreement
IN WITNESS WHEREOF, the parties have duly executed this Social
Network Addendum as of the dates set forth below intending that this Addendum
be effective as of the Effective Date.

Social !'e1work Addendum


Cmm,.., SD.vlCE5

PREGAMELLC

.&-.
Name:
Tille:

Date:

Q.. . . Jo.t..l.. Jb...,c., ...

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Name: (qg;.A,

C E c.)
0 ':{

Social N-"Dit Addcrulum


CCoW.i 5atvtW

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JEFFREY L GALLIHER, ESQ.


Nevada Bar No. OOS078

jgalllher@dennettwinspear.com
DENNETT WIN SPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-11 00
FacsimHe:
(702) 839-1113

Attorneys for Plaintiff Pregame LLC

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DISTRICT COURT

CLARK COUNTY, NEVADA

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PREGAME LLC, a Nevada Umited Uabili!y

Company

Case No:

Plalntiff,

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Dept. No:

vs.
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

INmAL APPEARANCE FEE


DISCLOSURE

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Defendant.

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INITIAL APPEARANCE FEE DISCLOSURE


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Pursuant to NRS Chapter 19, as amended by Senate BiU 106, ffling fees are submitted
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for parties appearing in the above entilled action as indicated below:


$270.00

Plaintiff: PREGAME, LLC:

DATED

day of July, 2014.

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DENNETT /SPEAR, LLP
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JEFFRE

, ESQ.
078
3301 N.
lo Drive, Suite 195
Les Vegas, Nevada 89129
Telephone:
(702) 839-11 00
Facsimile:
(702) 839-1113

Nevada

Altomeys for Plaintiff Pregame LLC

Electronically Filed

'

0711612014 04:14:05 PM

'
j,.IJ...._

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JEFFREY L GAlliHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WJNSPEAR, LLP

CLERK OF THE COURT

3301 N. Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

Attorneys for PJBintlff Pregame LLC


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DISTRICT COURT

ClARK COUNTY, NEVADA

PR.EGAME LLC,

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Plaintiff,

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JOHN KARALIS,

Case No: A-14-703627-C


Dept No:

rv

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Defendant.

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PLAINTIFFS' llll0110N FOR TEMPORARY RES!RAJNING ORDER AND PRELIMINARY


INJUNCTION

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COMES NOW, Plaintiff, PREGAME LLC, by and through its counsel, DENNETT

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WINSPEAR, and hereby submits the following Motion pursuant to Article 6 of the Nevada

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Constitution, NRCP 65 and N.R.S. 33.010.

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This Motion is made and based upon the pleadings and papers on file herein. the Points
and Authorities cited, and oral argument of counsel, if any, at the time of hearing.
DATED this

I,b

day of July, 2014.

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Nevada Ba No.

3301 N. Buffalo Drive, Suite 195


Las Vegas, Nevade 89129
Telephone:
(702) 839-1100
Fac::simile:
(702) 839-1113
Atlomeys for PIBintlff Pregame LLC

NOTICE OF MOTION

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TO:

ALL INTERESTED PARTIES AND THEIR ATIORNEYS OF RECORD:

YOU, AND EACH OF YOU, WILL PLEASE TAKE NOTICE that the undersigned counsel

will bring the above and foregoing PLAINTIFFS' MOTION FOR TEMPORARY RESTRAINING

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ORDER AND PRELIMINARY INJUNCTION on for hearing before the above-entitled Court in
8 : 30 t:m., or
DeplNo.4onthe
16 dayof SEPTEMBER
2014atthehourof

as soon thereafter as counsel may be heard.

DATED this

__1!:._ day of July, 2014.

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NevadaB
3301 N. B
o Drtve, SUite 195
Las Vegas, Nevada 89129
(702) 839-11 00
Telephone:
Facsimile:
(702) 839-1113

Attorneys for Plalrrtiff Pregame LLC


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MEMORANDUM OF POINTS AND AUTHORITIES

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I.

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SYNOPSIS

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Plaintiff seeks an Immediate hearing regarding Plaintiff's Motion for Temporary


Restraining Order and Preliminary Injunction

at

the Court's eartiest convenience. Through the

Temporary Restraining Order and Preliminary Injunction, Plaintiffs seek to prevent Defendant
John Karalis from the continuous and ongoing distribution of exclusive content belonging to
Plaintilf Pregame LLC as weU as the continuous and ongoing use of the Twitter handle
@VegasRunner which is the exclusive property of Pregame LLC.
II.
FACTUAL BACKGROUND

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Plaintiff operates a websHe residing on the world

Wide

web at "www.pregame.corn

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(hereinafter "pregame.com" or "the website").


related

Through the website Plaintiff provides sports

content of interest to sports fans and sports bettors. Some of that content Is provided

free of charge to viewers of the website and other content, designated "premium" content, can
only be accessed through a paid subscription. Premium content subscription fees are a main
source of revenue for Plaintiffs business.

Plaintiff obtains the content from contracted content

providers Including Defendant John KaraUs.


On or about June 18, 2012 Pregame LLC entered into a Content Services Agreement
("the Agreement") with Defendant Karalis, and in or around

2009 Pregame LLC entered into a

Social Network Addendum ('1he Addendumj with Defendant Karalis. The Agreement and the
Addendum are attached to Pregame LLC's Motion for Temporary Restraining Order and
PreUminary Injunction as Exhibits "1" and "2", respectively. By its express terms the Agreement
was to continue for a period of 5 years, terminating in June 2017. (Exhibit "1", Paragraph 9) The
Agreement followed a previous similar contract between the parties whlch

was replaced by the

Agreement. The parties have operated under the current and previous contracts for a period of
several years without incident
Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive 6cense to
"publish, display, reformat and distribute" all sports related content generated by Defendant
Karalls, (Exhibit "1", Paragraph 2) es well as the right to bundle such content with that of other
providers. (ExhibH "1 ", Paragraph 3). In addition, the Agreement provides that Karalis may not
pubficly disclose information related to his relationship with Pregame LLC (Exhibit "1", Paragraph
13), that Karalls will not undertake any conflicting obligations (Exhibit "1", Paragraph 16), and

that Karalis will not attempt to induce employees or customers of Plaintiff to leave Pregame LLC
or pregame.com (Exhibit "1", Paragraph 18). The Agreement further restricts Kalatis' use of the
Nom De Gambling 'Vegas Runner."
Pursuant to the Addendum Plaintiff was entitled to be the registered account holder of
any Social Site accounts, including Twitter handles, utilized by Defendant Karalis in connection
with the production of content. Karalis was further obligated to provide the current usemame

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and password for all such accounts

to Plaintiff and was prohibited from changing said passwords

without Plaintiffs prior written consent. Finally, Karalis was forbidden from referencing any third
party competitor to pregame.com without prior written consent of the Plaintiff.

(Exhibit "2",

Paragraph 3). The Addendum included a liquidated damages clause specifying damages for

each and every violation of the provisions outlined above. (Exhibit "2", Paragraph 4).
Nevertheless, on or about June 18, 2014 Defendant Karal'ls attempted to "resign" from
his conlractual relationship with Pregame LLC. Upon infonnation and belief Karalis
to do so by an offer from a direct competitor to Pregame UC.

was induced

SutzsequenUy Karalls has

engaged in conduct in direct violation of his obligations and Pregame LLC's rights under the
Agreement. Such violations have been ongoing and continuous and have caused substantial
damage to Pregame UC. The nature of the damage to Pregame LLC Is Irreparable Inasmuch
as the content which Karalis Is obligated to provide to Pregame LLC for distribution is being
provided to a competitor. Onca distributed to the public by the competitor such content cannot
be "undistributed" and the value of that content Is lost to Pregame LLC forever. In addition, the
OlliJoing disclosure of information related to Pregame LlC by Karafis further results in
irreparable harm as such Information, confidential and otherwise, cannot be retrieved once made
public by Kara6s .

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LEGALSTANDARD

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Article 6, I>BC!ion 6 of the Nevada Constitution specifically grants the district courts power
to issue writs of injunction. The basis for granting injunctive refref Is equity. Sherman v. Clark, 4
Nev. 138 (1 868).

The granting of restraining orders or injunctions is a matter of d'ISCI'etion.

Coronet Homes, Inc. v. Mylan, B4 Nev. 435, 437, 442 P.2d 901, 902 (1968), and Thorn v.
Sweeney, 12 Nev. 251 (1877).

NRCP 65 recognizes three types of Injunctive orders: (1)

temporary restraining orders, (2) preliminary injunctions, and (3) pennanent injunctions. NRCP

65 (2004). The purpose of a temporary restraining order is to prevent irreparable harm until the

parties can be heard on a motion for preliminary injunction. A preliminary injunction is designed

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to continue to protect the applicant from irreparable injury and preserve or restore the status quo
pending final judgment. Otlenheimber v. Real estate Division, 91 Nev. 338, 342, 535 P.2d 1284,
1285 (1975) and

8B Nev. 1, 4 492, P.2d 123, 124 (1977).

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NRCP 65 and NRS 33.010 autholize the Court to grant injunctive relief when the
commission or continuance of an

An injunction may be granted in the foDowing cases:


1. When Hshall appear by the complaint that the plaintiff is entitled to the relief
demanded, and such relief or any part thereof consists in restraining the
commission or continuance of the act complained of, either for a DmHed period
or perpetually.
2. When It shaD appear by the complaint or affidavit that the commission or
continuance of some act, during the litigation, would produce great or ineparable
injury to the plaintiff.
3. When It shall appear, during the IIHgation, that the defendant Is doing or
threatens, or is about to do, or is procuring or suffering to be done, some act in
violation of the plaintiff's rights respecting the subject of the action, and tancflllQ
to render the judgment ineffectual.

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act produces great or irreparable injury to the plaintiff. NRS

33.010 provides:

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Memory Gardens of Las Vegas, Inc. v. Pet Ponderosa Memorial Gardens, Inc.,

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Although no precise burden of proof must be met by the party seeking injunctive

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courts lracfrtionaDy consider the following equitable criteria: (a) the threat of irreparable injury; (b)

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the plaintlft's Hkellhood of success on the merits; (c) the relative interests of the parties,

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balance of hardships on each party; and (d) the interests of the public. See, e.g. Miller v. Cal.

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Pac. Medical

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Co-op,

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plaintiff's likelihood of success on the merits are the facts most often cited. See

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Capital Mgmt Consultants, Inc., 102 Nev. 444, 446, 726 P.2d 335, 337 (1986).

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e.g., Sobol v.

IV.
ARGUMENT

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Center., 19 F. 3d 449, 456 (9"' Cir. 1994) citing U.S. v. Odessa Union Warehouse

833 F.2d 172, 174 (9"' Cir. 1987). However, the threat of irreparable injury and the

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or the

A.

THERE IS A REASONABLE PROBABIUTY THAT PLAINTIFFS WIU SUFFER


IRREPARABLE INJURY IF A TEMPORARY RESTRAINING ORDER AND A
PREUMINARY INJUNCTION IS NOT GRANTED.

"Injunctive refief is not available in the absence of actual or threatening injury, loss or

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damage." Berryman v. International Brotherhood of Elec. Worken;, 82 Nev. 277, 280, 416 P.2d
387, 388 (1966).

There must exist a reasonable probability" of real injury for an injunction

and/or a temporary reslraining order to be issued. /d. at 280, 389.


In this case, the unique nature of the produd at issue - real time analysis and information
related to rrve sporting events means that once such information is lost to Pregame LLC it can
never be recovered. For example, currently the FIFA World Cup is being played in Brazil. The
Wortd Cup toumament itself happens only once every four years and the IndiVidual games within

the toumament are unique, one-time events that can never be duplicated. Upon Information and

belief Defendant Karalis is providing content related to the World Cup on an ongoing basis to a
competitor of Pregame LLC in violation of Pregame LLC's clear and exclusive conlractual right to
such content That same content includes information that, upon reasonable refJanee, Pregame
LLC anticipated receiving from Karalis (as is its contractual right) and distributing

to its

customers. Every bit of content that Karalis provides to a service other than Pregame LLC is lost
to Pregame LLC forever.
The Agreement specilicaUy restricts Karalis from divulging any non-public information
pertaining to Pregame LLC, including information disclosed to Karalis or leamed by him as a
result of his relationship to Pregame LLC through the Agreement Upon information and befief
Karalis has in fact disclosed Confidential Information, as defined by the Agreement, since his
attempt to unilaterally avoid the Agreement In addition, the on-going disclosure of information
related to Pregame LLC by Karalls further results in irreparable harm as such information,
confidential and otherwise, cannot be retrieved once made pubflc by Keralis.

Clearty the

continued disclosure of Confidential Information of Pregame LLC by Kalaris constitutes


irreparable harm as it relates to Pregame LLC's strong interest in keeping such information, in
fact, confidential. Absent a temporary restraining order there is no reasonable way for Pregame
LLC to enforce this very important provision of the Agreement and to ensure that additional,
irreparable harm is not caused by the on-going disclosure of Confidential Information by Kalaris.

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B.

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A preliminary injunction is available upon a showing that the party seeking it enjoys a
reasonable probability of success on the merits" SObol v. Capital Management Consultan/s, Inc.
102 Nev. 444, 726 P.2d 335 (1986) Here, Plaintiff will easily be able to estabfish the existence of

a contract: intent. offer, acceptance, consideration, mutuality of agreement and obligation.

Restatement of Contracts 19-24; LemoureiiX v. Bum7fvii1e Racing Ass'n, 91 R.I. 94, 161 A.2d

10

213, 215 (1960), that Kalaris' conduct consll!u!es a breach of that contract and that as a result of

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that breach Pregame LLC has been substantially damaged.


Contrarily, Kalaris has

no defense to Plaintiff's claim of breach. Essen!iaDy Kalaris simply

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decided to unDateraDy extricate himself from the relationship when something which he

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perceived to be a better deal came along. The contracl provides no such mechanism for

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terminating the agreement. (Exhibit "1", Paragraph 9)

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GIVEN THE CLEAR AND UNAIIIIBJGUOUS NATURE OF DEFENDANT'S


OBUGATIONS UNDER THE CONTRACT AND THE INARGUABLE BREACH
OF THE SAME, PLAINTIFF'S UKEUHOOO OF SUCCESS ON THE MERITS IS
EXCELLENT.

a.
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C.

THE HARDSHIP IMPOSED ON THE DEFENDANTS IN GRANTING THE


TEMPORARY RESTRAINING ORDER AND PREUMINARY INJUNCTION IS
NOT A FACTOR IN THIS CASE.

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In determining whether to grant either a temporary restraining order and/or a preliminary


Injunction a factor of controlling importance is "the balance of convenience or hardship"

between parties. Rhodes Mining Co. v. Belleville Placer Mining Co., 32 Nev. 230, 108 P. 561,
562 (191 0). The courts do not always apply this factor however, when determining whether an
injunction should issue. "The equitable principle of relative hardship is available only to innocent

parties who proceed without knowiedge or warning that they are acting contrary to others' vested
property rights.' Gladstone v. Gregory, 95 Nev. 474, 480, 596 P.2d 491 (1979). If both parties
engaged in inequitable conduct or if both parties acted equitable then, end only then, would the
cowt be required to go through the step of balancing hardships prior to issuing a temporary
restraining order or preliminary injunction. ld.

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Karalis knew of his contractual obligation to provide exclusive content to Pregame LLC.
In fact, Karalls has been operating under that obligation for the past several years. Karalls' only
motivation for breaching the contract with Pregame LLC was an offer of more money from a
competitor. The ability to obtain Karalis' content for publication

was

contract from Pregame LLC's point of view. That exclusive content

the very essence of the

was the sole benefit of the

bargain between the parties to be received by Pregame LLC.


Further, it cannot be reasonably argued that Karalls was not aware that his unilateral
decision to terminate the relationship prior to the end of the contract term
vested Interests of Pregame LLC.

Because Karalis

was

was not contrary to a

paid a commission on revenue

generated by publication of his content he was directly aware of the substantial extent of the
harm Pregame LLC would suffer If he decided to simply stop providing the content to Pregame
LLC and start providing H instead to

a competitor.

Because Karalis Is the only party in this case engaged in inequitable conduct, it is not
appropriate for the court to consider whatever hardship may resuH to him by issue of a temporary
restraining order and/or preliminary injunction. The temporary restraining order foDowed by a
preliminary injunction should be granted.

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D.

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IT IS WITHIN THE PUBUC INTEREST FOR THE TEMPORARY RESTRAINING


ORDER AND PREUMINARY INJUNCTION TO BE GRANTED.

The public Interest presented in this case is the need for public confidence when entering
into commercial contracts that mutually beneficial, longstanding contractual relationships may
not simply be abandoned by one party when a perceived "better deal" comes along. The ability
of a non-breaching party to quickly and efficiently enforce Hs rights under a contract must be
maintained. To allow the obvious, unjustified and continuous breach of a service contract, such
as the one in this case, while forcing the aggrieved party to pursue protracted litigation to enforce

its rights undermines the expectations of businesses and citizens who rely every day on those
promises to perfonn. The timely and economical remedy of a TRO/ preliminary injunction early
on is an essential element in maintaining the effectiveness and enforceability of commercial

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contracts.

v.

CONCLUSION

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For the above stated reasons this Court should

immediately and set a r:aring and grant a preliminary injunction on the same grounds.
DATED this

day of July, 2014.

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grant the temporary restraining order

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EXHIBIT "1"

EXHIBIT "1"

CONTENT SERVICES AGREEMENT


This Conlem ServK:c:s Apecalelll (Ibis AAgm;wnn is etrec:Uve as of Jane IS, 2012 (the
"EfJ'ectjye Dale") and is made by IIDd between Prepme. LLC a Nevada limited lia1nlity
rompaD)' (P!rf!?!m:(} aod the uodcr..:il,lDCd scrvico: pwvidt:T
Proyjdec").
Recitals
A. When=as. Comew Provider p!Ovides certain COOleD! reganfing npromjng aDd past
sportiDg evcots and spons n:lated information (c:olb:aively, the "Coptem").

B. When:as, CoalcDII'rovidCO" dcsM:s 10 provide such Content to Pn:gm11e on the


lctmS and conditiaas sel fonb io this Agn:cmcm.

C. Wben:as. Pn:game desires 10 receive such CoD!Cill on the lenDS and conditioos set
fonb in this Agieanent.
IN CONSIDERATION OF the man.crs described above lllld of the muroal bc:oefits ami
obligations se1 forth io this AglecalC'Ill, the parties 10 this Agn:erucl1l agree as follows:
I. Comer!! !\ee:riptjon. CoDieal Pro-idee hereby IJili'CCS 10 provide Pn:gm11e the
Contcnl (inc:lndiug infoml8lion on spans beniPg, injwie:s, oews, and fl1IIDC
pmclictions). The
!!pplics 1o all !he mqjor spans ofiDI=st in
die United SlaleS (e.g., American Fontball both College and Professional.
Major League a-ball. Baskerball bolh College and Professional, European
Football). Ill addition 10 spans of secondiUy iD1=st such as
racing.
boxiJI&. Mixed Martial Ans, I!Oif. teonis. BDd Olhers. The Omtmu may consist
of tcx1. audio, visual or &DY c:ombinatioa of1he foregoing IIDd may be
providl:d to Pregame in any mii!UIIIJy agreed fo.rmal v.obelher 11111gible or

inlaagible.
2.

Comer!! Licen:le. Cnalem Provider hereby gnans Pregame a license 10

publish, display. reformatlllld distribllle the Coment via 1111)' means. Unless
stilled Olherwise on Exhihi1 A (i) this license wtll he exclusive and
(u) Pregame may subliceasc its rights hen::uDder as a S)'Ddica1ar of the
Comeut. The parties acknawlcdge and B!1Jee !bal some lll\ltlllllly agreed upou
portioo of the ConlcDl (lbouG}l no less than 1O"A. of overall Ccn!cnt) will be
providl:d 10 end users a1 no charge.

3.

Bund!inl! Ucense.. Plqame may buodl" 11. Coolen! Provider's CooJem with
the conte111 of cnber c:on1en1 providers.

4.

Promotional Dlslribmi!!. PJeGame may pnnide ponions of the Cornea! 10


end users Bl a signifiC&Dt discount as a promo1io!ltool to boast geocral
psemium Comew sales. Any mDDies genenued by such pmmotjonal otlil:rinp
are relllined 100% by Pregame 10 CIMf the admini'"IIW'IIIl costs of such
promotions. No more lhlm 20% ofCOfllelll Provider's ID!al Comm Cllll be
l

J"f..

---------------incJndecf in such discoumed offerings over the c:ow-se of iiDY calclldar IDODih
without the expleSS consent of !he Coment Provider.
S.

PreGame Prpmotjooal f.[D!1. Pregame shall use all reasonable elfons 1o


prunwl<: lh" ConiCUI on P"'f!!UDD's oiTcrin!lS such thlll lhc Ccmlcut is among
the lop nmkiDg pen:eotage indicalcd on Exlnmt A in tcnns of overall
piVIIIOiioaal efforl of those wbG sell conter11 lh.rougb P1egaure.

6. Coalenl Pnnider Pr9moliooal Effort. COIIIeDt Provider shall use its best
eJfmu to (i) promote the sale or the Coolentlbrougb Pregame's website: aud
(ii) promote oW:r content pro'ider$ publishing content on Plegame's
wc:bs;se.

7. OuantityofContent. Contem Provider shall produceCOIIIeDtcommenslllllle


with at least 30 hours of drOll per monlh (as lllCIIS!Ded by a rcasouably
8Vflr8I!C CCIII tenI provider) and the Content producod musl be at least of !he
qualiry or comem produced by similarly siruated c:omem piOlid::rs.

8. Addi!ionaJ Seniees. Content Provider furrher agJCCS to provide such other


services as Pregame and Content Provider may agree upon from time 1o time
IUider the tcnns or this .l,glcUliUot.

9. Tenn am! Iermina!ion. Unless olben\ise 5lalcd on 5lalcd on Exhibit A, the


1em1 or this Agreemenl shall CC11111neDCC on the Eff=live D1lle ami conlinue
for a period of lie (S) years (the Jnitia! Tenn'). Tbereafu:r, this
5halllllllOIDll!icaly renew on BD 8DDUBl basis for COIISeCUtive one (I) year
lenDs (each a
Term}. Either pany may lenninale this N;reemeDt
eilhcr prior 1o the conclusion of the Jnilia1 I enn or during aay Renewal Tcrm
IIJIOD a! least lhirty (30) days notice with svdl termination effeczhoe oolhe
next renewal dale. Either msy 1c:l'll1inale this Agreement for breach of a
mau:rial term of !his AIJieaucnt IIJIOD at least thin)- (30) days prior 'Millc:n
POlice of tcrminmion proYidecf the breach is no1 cured within such 110tice
period. During lillY period lhal Conlcnl Pro\ider is (i) in breach of this
Agrcemea!; (11) is acting in BD WlprofessiDIIallllBIIIICr or (tii) aaing in any
manner which. in Pregame's sole discre!ion, reflec:IS advcr.;ely ou Pregame,
lllen Ptepme may. in its sole disc=it111. rc:suiQ or suspend display Blld/or

promolion of the Contc:ot.


l 0. Ob!i!!!!lions During Notice Period. In the evc:nt lhal Conlc:lll Pro'ider desires
1o 1Crminalc: this Ag=mem. during the lhirly (30) day notice period requ1ecf
in Sec:tian 9, hath parties mtl5l nllliolllin deafmg cn111f111111ble 1o their dealings
prior 10 terminating Ibis .Ag.rcemeol. ioc:hding CollleDI Pnnider colllinuing 1o
pro\ide Conlc:lll of comJIIUBble quanti!)' 8lld quality. Aflc:r die expiration or
I.CJDahllllion of Ibis AIJI CC:Uieiil for tmy reason. C'.omeat Pnrrider shall DOl
indicale 10 11DY third J1811Y lhat C011teot Provider bas cm:r provided C0111c:111 lo

Pt gante com

II. Cotm!SStjon. l/ales:s a specific compensalion is sel forth on Exhibi! A. !he


parties sball mutvally ag= on the c:ompell$lllion for lhc partk:ular item of
Conlent 011 an illdlvldual case basis. Unless otherwise staled in Exhjbil A.
Picgame shall hsve !be right 10 delermine, in its sole discredoa, the price a1
wbich lhe Conaent is made available in any and all mediums.

12. Tnni"" q(Paymeat Compensatioll '1\ill be payable au a monthly basis, while


this Agn:elrn:al is in for= 'I"hougb Prq;ame bas a policy of making payu=ts
as soon as possible. paymeatiO Corllem Pro\"ider v.iU be mailed by PregiuDe
within sixty (60) after !be lest day oflhc c:aleDdar JDOD!h to which lhc paymenl
applies.
13. C'nnfu!rnria! lnformalion.

'"Confiden!ial

means any non-public

information penaining 10 Pregame's bushi:CS$ or technology. Confidc:otial


informalion includes information disclosed by Pregame to Cameo! Prvvidcr.

and informarion learned by Contcn! Proviilcr during lhc course or or as a


n:sull of Ibis Agteo:mcnL ConfidCIIIW lnfutlllollliun inc:ludes ilems such BS lhe
1erms and existence of this Ag:recmcnl. infDI'DIIIIiou and documeats
concezniug Pn:game pru :sk s; supplicts; c:us1mllcr lisls; email !isis;
advertising and marketing plans: business SII'Biegies: profit Dllllgins: SCIISODBI
plans. goals. objectives and projec:lions; compilalions.IUI8lyses. and
projccdons regarding company's dhisioas. sum:s, product segmeats, plOCiucl
lines. suppliers. sales and cxpeoscs: files; uade 5CCJ'CIS and paleo! applic:alioas
(prior to !heir being public); salaly, sudfing and employmeat informalion
('mclod'mg information about pcrflli'III8DCt of olhcr executives); and Mknow
how," ICC!miques and any lecbnical information 1101 of a published nature
n:lating, for exampl=, 10 haYc
<:om!UCIS it:; business

14. Obligation q(Conftdt:l=. Con1eat Provider shall not divulge. disclose or


lllllke ecccssiblc 10 BDY Dlber person. fum. pal1nCI'Sidp, COl]XII'IIrion or any
other end!) any coJ!Iidenrial information cxa:pt when reqahed 10 do so by a
coun of law. by any governmental agency having supenisory IW1hority over
lhc business of Pregame or by any govemm=al body wilh jurisdiction 10
order Con1e:nl Provider 10 divulge, disclose or make accessible such
infonnation (e:adl a ''Comne!led Discloswe"). Coolelll Prvvidcr shall give
Pn:game prioc wrincn notice of any Compelled Disclosun: and assiSl Pregame
with lhc prevcution of sucb discloslult or s=l:ing confideullalln:almcnt of lhc
Confidential Information 10 be disclosed.
IS. R<olwn oCP1opstv. At lbc request ofl'lq:mu and!Ol' on ll:mliDa!ioll of !his
Ccmtcm Provider ..in rewm 1o Prcgamt:: all d"'"""'Vms n:cords..
media rmd anylbing else
P1tpme's con5delltial
information. including all copies thereof, as ....tl as any other Pregallle
pioperty ia Coolelll Provider's possession, comrol 01' CIISIDdy. CDIIlimt
Provider wiU also dclele liom its compwer or Dlher eleciJOIJic SIOmge medium
any Pn:game pmprielary or amfidemial information. No! lal=- !ban rweaty

(20) days after Ibis Agrcemi:DI is tenninaled COIIICDI Provider will certify in
writing 1o Paesame thai Conli:Jlt Provider bas complied with lhcse obligations.

16. No Cqnfljrtipg Qbfirtions. During the lenD of Ibis Agn:c:ment aud for a
period two (2) )'elliS after tmninatiou or expiration. exccpl as
be
eoqnessiy permilled on E.P,ibit A. Con1e111 Pro\ider will not. dUectly or

or

may

imlireetly, (i} be invol1:d with a business wbicb is in c:ompetition with


Pregame. or Cu1 divcrt or Bllcmpt to divcrtiiD)' business lbal Pn:gawc bas
enjoyed. AJicr- the tennination of this Agrec:mcnl, Content Provider Is
p!Oiribilcd !itHD
allempling to COIItBct, solicit 1111)' CIISIOIIlet, buyer
or person or providiug any content 10 whom Conleul Provider had conlad
with while fulfilli.og its obligatious under this Agn=mcm.

17. Thin! Party PlacemeDl Unless otherwise staled DD Slaled OD f:du}jt A. if


Pregmnc places Conlenl with web sites or Olhe:r dis\nlnnioo IDf'i a.aujsms
opcralcd by one or mme !bird panie:s (each a "'Thjn! Patty Site"). CoDielll
Provider agrees 10 waive CODicnt Provider's n:lalionship inde6nilely with
.such Third Party Site, so that Coulent Provider agrees to never COillaCI, solicit.
acc:ep1 CIDploymcul, offer SC!Vices UDder 1111)' II55IIDicd name with tbal. Thin!
Party She botb during and alier the expirali011 of this Agn:cmcut.

18. NonSolicita!jon. ADy Bllcmpt OD !he part of CoiiiCDI Pnnidcr 10 induce BD


employee or customer 10 )euYC
or any c:ffon by C.omenr Provider 10
imcrfcre with &1l'J rdal.ionship with P1e:gamc employees or other coment
provitbs would be harmful and dama!;ing to the Pregame. 'f'hen:fore,
{.'Mtcnt Pro ...ider agn=s that cllll'in!llhc term of this Agn:.:mc:ot and alJer
tcnninalion of this Agreement, Con1e11t Provider will not in 1111)' \'1'2)' directly
or indireclly:
L

induce or ancmpt to iDih= any employee or other COIIII:m provider of


Pregame to quit employment or ldainer:

b.

interfere with or disrupl the Pregame rclalicmsiUp with its


employees or other c:oaiCIII pnl\id=;

c. dis=ls employment opponunities or provide information about


competitive cmplo)'IDCOIIllo any of the Pn:gamc employees or olhl:r
CODIC:Ut providCis:

or

d. solkit. c:Diice. or hire away any employee or olhcr Q"!!!!C:D! provider of


Pt egame.

19. Nom De Gambling. The 11:rm "'Nom De


to the ideality
assigned 10 Coou::m Provider for use in as:swimi'ln with the Comcm. Tho:
Nom De Oambling utilized by Pregame in connec:lion \'lith the ConlePI will
DOt be resuided in any IDIIIIDCI", BDd CoDient Provider bas uo riglm to usc the
Nom De C'lll"bbing during ( cxccp1 in cooneclion wil.b providing Comeut to
Ptegame) or after the conc:lusi011 of this Agn:c:menl In the event the: Nom De
4

":1"1--

Gambling bas been previously lllililed by Coll1enl Ptovider. thea Con!CIIt


Plovider bcn:by assigns 10
any and all right, title IDid iDII:oest Content
Provider may have in or to RICh Nom Pe Glllllhfmg.. The Nom De C".ambling
for the ConiCDl is a irademark ofJ>Jcpme. Conrent l'mvider sball oot utilize
or lll'lempt 10 regislcr any name wtlicb ls deceptively similar to the Nom De
C.ambling pro\ided by l'Tegame UDder the lenDS of dris A.greemeot. This
Secdon 19 is suiject 10 moclifiCIIIioa as povided in E:d!!Dit A.
20. Tradema!tc.s. Con!CIIt Pmvider shall oDI utilize lbe 1'13111e Pregame or any of
Pregame's 1nldema.rks withoullhe prior writteD coosc:nt
21. Rights in Conte!!!. Conll:nl Pmvider agt=s that any item or intelleclual or
anlslic property (mcluding CooiCIII) genenned or provided by CoiiiCJl\
Provider in connection "'itb the peri'ontiBIK:C of Ibis Alll=IJICRI is a -worlo: for
mft under aU applicable laws and the sole jHO)lCitY ofPregame.

22. Assignmerrt. Cooleol Pmvider will not vollllllarily or by operalioo of law


assiga or otherwise transfer its obliplions under this Ag!ecmem withOUI the
prior wrineo consent of Pregame. Any anemptcd assignment io violation of
this provisioa sba1l be null aDd void. This
will enure 10 the beocfit
of and be binding on the panics 1111d their n:speaive permiacd SWttS$(M'S and
pcrmilled assigns.
23. N!!IU!'e of Rel!!lionsbjo. It is
agreed that COIIIC:III Provider is acting
as ao ludepeodeot conlrador and 1101 as an emptor= or agent in proViding the
CooiCDt Provide:r and P1egame acbiowledge that this
does not create a !llllthelship or joint venture 1-=n them (unless exptessly
SIBled in aay Dlher prior agreemcnt) and is exclusively a conln!Cl for service.
24. Modjtjc;uion. Any amendment or moclificalion of this Agn:eme:ot or
additiooal obligation assumed by either party in COJIDeaion with 1his
Afl=meol will only be binding if C\ideaced in writing sigued by cacb pany
or an authorized represelllatiYe of each pany.
2S. Notia:s.. Allll!lliccs. n:qucsts, .!m!!mls ur ulhc:r CUIJUIIIIDi<:Hbons n:quin:d or
penuiacd by the: terms of lhis A81'=melll will be ghoeo in writin& and
cldivenod to the panics of this Ag!eemeot 81 the addresses set fanh in the
sipalUI'e blocks below or such other adchesses as either pBrty may pnnidc for
ilseii from time 10 time..

26. At!omevs Fees. In the event tbat legal acdon is brougld to enforce or in1erpret
any tc:nD of this At:Jeement. the pnn'ailin& pany ,..;n be entitled to =ow:r, in
additicm to aay other damages or awml, all reasonable legal COSIS and fees
8SSO' iacd with the aetion.
27. fprin; Alm!!;mi:IJl. This AgleemCIIIIepn:sems the Clllire

and

asr=mem bctw=D t:oniCIII l'rovider aod Pregame as to !be sul!jecl maner


hereof. This Agreement supersedes any other

BDd undCI'S1atldings

--------------------,

bcrwccn Conk:DI Provider 111111 Pregame with


10 any Conlen1 or olhcr
services. There are no other promises, lepiesellllllions. undemaudiags or
inducemcoiS olhcr than those specifically :;et forth in this Ag1CCIJICIIL

28. lndemni!V Contentl'lovideT will indemnifY. defend and bold baxmless


Pregame fimD acd against auy claims or actions by IIDY other party, arising
limn or Jelllled 10 the provision of lhc Coolent by CoaleD! Pro\idcr or
Pn:game's use thereof and pay allliabililles. costs ('mc:luding att0111C)'S fees)
and expe:uses i=Jmd by J>n:same ill CODDedloo then:with.
29. Headiiii!S. Headings lin' bt:sened for the COIIVC:IIicncc of the panics only and
1121: not tO be CODSidere:d wbeo illtaprcling this A!ll cement.
30. lnterprer!!lim WOlds in lbe sillgU!ar me:a11 and include the plural1111d vice
ver.;a. Wonls in the mascnlioc me:an and include tbe feminioe aod vice ver.;a.
The pluase "including- shall mean 4Dclulfmg without limillllion.31. Swvlval.. The provisionsofSec::tions 13, 14,15, 18, 19, 20, 21, 2hnd
31 shall smvivc the cxpir.aion or 1Crtllinalion or this Agreement for liD)'

reason.
32. Goyeming Law. This Agn:emenllllld the performanc:e Wlder this Agieemenl,
lllld all suits and special proceediogs under this Agreemenl, be conslrued in
acconlauce witb and govemcd by lhe laws oflhe Stale of Nevada, wilhoul
reference 10 its choice of law provisions. AIIIIC!ions IIDd proceedings
pertaining 10 this Atpeement wiU be liii>IIIIDd Utigaled aclusively in any Sl8lc
court or 1ecleral court IOCIIIed in Clark Couoty, Nevada. Pregame and CODlCDl
Provider
enscnt to the jwUdiclion of these cowu, agn:e that venue
i5 proper in these eouns and company and you CIOII5CI1I 10 senice or process
made Bl your last known address in companies records.
33. Scwnbilitv. In the eveut that any of"the provisiOIIS of !his Agleement are
beld 10 be in\'alid or UIICIIforceablc in wbolc or in pan. all other provisions
wiU oevenbeless COI1IiDue 10 be valid and e:ufon:eab\e with the iovalld or
lllll:l1fosceable pariS sevm:d from lhe remainder or Ibis Aglec:mlliJL

34.

or

a b=ch. defimll. delay or omission of


of"this Agroc:mcnl by the olher party ,.ifi DOl be
COlt$IIUI!d as a waiver of auy subsequeDt breach of the same or other
The waiver by either pany

liD)' of"tbc provisions

prD\oisiOllS.

35. B!wping CoD'S" lrl the C\'I:JII CoiiiCDI Prcnidcr pro\ides auy COIItCIIIIO blog
sites. bldleliu boards or olher commwtiallicm furvms bU51t:d by Plepwe,
CoutCDI Providct- 88JCCS lo be bouod by and slriclly ccunply with 1hz: Terms or
Use loc:aled m - ....

----------- --"'''

IN WITNESS WHEREOF, the panits have duly cxec:uted lh1s Agnlemeut as of die
dales set fllf1b below ioleDding lhallhis Agieewenl be cffeclive as of the Effective Dale.

:
'

Ii
i

""l
!

!i.J.bibil A

Diszribution and Compensation


Coptem Promotion Ran!dru! Target. The Conlelll sball receive pn:nuOiional effons
from PICfllliUC consistem wilh ihosc proVided 10 !he lap 100 pe:=ol of those selling
couteot at Pregame.o::om

"Cost of Growth" meallS 1et1 pe:=ot of !he Growth Rale.

-oms:s

meaus sums actually r=eivcd from !he resale of all fee


based CODienlto end users (whelher dwugh Pregame or a ThiJd Party She).

"Qmwth Rme"' means !he result of dividing the Net Rc:vcnues for the prior
caleztdar year by lhc Net Revecues for me Baseline YClll". For avoidance of
dollhl. the Growth Rale can not be less than zero.

"Nt:CCSS81 v
means costs JQSOIIIIbly
ill order 10 sell aDd
distribtae eonlCIII, iaclwiing aedh c:anl processing fees. refimds, =di!S,
charges by nffi!iate pmmers, !he Contenrs proporti011a1e s1me of credit card
"charge-bacl:s" as a percenl of total eolllenl sales, the Comenl's popo.tionme
sluue of costs
in eonneaion with Plegame's loyalty program and any
Olher casts reasoaably necessary 10 lhe abillty 10 sell and disln'bule lhe
Con!CIIl

"Net Reyegues" mcaus Gltlss Re\'enUCS miaus Nec:essarr Expenses durins a


ealcodar year.

"'fmpm;RP?n Rre"' means 33%.

NCI Revenues fiom bUDdled eonleot shall be divided pro-ra1a among !be
coauibiiiOIS.

I. (Ne1 R.cw:aw:s mom Comcm) X (lhc Commission Rslc) = Gross Comsnissions


l. (Gross Commissions) X ( 1-COSI of Growth) = Ne1 Commissions
Noll:: Tho: a<ijUSimo:Dl made in SlqJ 1 $hall 11<11 rc"h""' <.iruss

by

lhanJ!I%.

II Content prhgcs an: sold iD wbicb lite promised delivery of !he Content
mends beyond lhe calendar month of purcbese. me IICCOIJDiiog of 11C1
eom:spoods with the IICtual delivery of !he Con!eot (i.e. the pe:n::eu111ge of the

conteut acmally delivered in a give:a calendar J'DOIIIh will dielllle the pen::entage of
pacbge's net revenue allotled 10 thallllOlllb). For example, if a Collleill package

is pmdlased on April I, arul the Collle:DI is promised to be delivered thlougb


May 31. then the pertelllllge ofreve:aue alloUcd to April will be 50%, with SO%
aDotted 10 May.

Cenain Oua!jfiC!!!jQs !p Ri!!bts and Obli!!.!l!ians:


Sec:Uoa 16: Notwilhslanding lbe provisions oflhe first se111enee ofSeclioD 16, Ccmtan
Piovidermay
the CoDtcnttoOOillpd.itors of Pregame aftertbelcrm oftbis
SeclioD 19: Plcgawe shall oDI make aoy fu:ther use of the Nom De Camblin& upoo
tenninatiOil or this Agreeme:at and. etfec:Dve upon such tenniDaDon, assigns 10 Conleut
1'10\'ider all right, !ide aud imerest in and 10 the Nom De Oambling.

EXHIBIT "2"

EXHIBIT "2"

SOCIAL NETWORK ADDENDUM


This Social Network Addendum {this "Mdendum") is effective as of March
1, 2009 (the Effediva Da!e") and Is made by and between Pregame, LlC a
Nevada limited liabiDty company ("Pregame") and the undersigned service

pltlllider ("Content Provider").


Recitals
A.
Whereas, Pregame and Conlan! Provider have pnwiqiJ!iiY. entered
into a Content SeMces Agreement with an effective dale of I 0 IBZ;>a:O
(tha "Agreement') pursuant to which Content Provider provides to Pre9ame
cenaln content regarding upcoming and past sporting events and sports related

infonnation (collectively, the "Content").

B.
Whereas, Content PJOVider desires to establish and mainlain an
account on one or more social netwoddng sites such as Twlller, Facebook anti
MySpace (collective!Y. the "Sociaa Sites") on which Content Provider wiD Promote
the Content.
Whereas, the parties desire to establish certain understandings as
C.
to Content Provider's use of Social Sites as set folth in this Agreemenl

IN CONSIDERA110N OF the mailers described above and of the mutual


benefits and obligations set for1h in this Addendum, the parties agree as follows:
1.
Defined Terms anti Recilats capitalized tenns not defined herein
shall have the meaning given to them In 1he AgreemanL The above-referenced
Recitals are hereby incorporated in this Amendment by this reference. Excapt as
mod'lfied by this Amendment. 1he Agreement is hereby ratified and remains In fun
fon:e and elfecl.

2.
Pregame Netwolk. Pregame operates a website at
www.preoame.com (the "Websste") to which Content Provider provides the
Content. As one of its features, the Website provides mafketing and networlcing
funcllonaDty (tha "Pregame Networit").
3.
Prpmo!ioo on !be P!eqame Network. Content Provider may
promote its presence on Social Sites llvtJugh lhe Pregame Network if and only If
all of the following are true: (i) Pregame is the registered account holder of the
applicable Social Site account (each an "Account"); (ii) Content Provider has
delivered the current user name and password for the Aa:ount to Pregame and
does not change these Items without Pregame's prior written COl ISent
(Ill) Content piOIIider shall not reference any third party (eg a competitor
Pregame.com) ttvough the Account without prior wriUen pennlsslon of Pregame;
and (lv) Pregan 1e may modify the look and feel (but not the content) of the Social
Pages associated with the Aa:ount. Including placement a "Sponsored by

Sociol N......nt
CO!Io,t.m

Pregame" or other logo. Content Provider covenants and agrees to malnlaln the
accuracy of each statement in this Section for the duration of the Agreement.

4.
Uquidated Damages. IN THE EVENT CONTENT PROVIDER
UTILIZES THE ACCOUNT IN VIOLATION OF SECTION THEN CONTENT
PROVIDER AGREES TI-IAT PREGAME WILL BE DAMAGED IN AN AMOUNT
WHICH IS NOT READILY ASCERTAINABLE. DUE TO> THE SPECIAL NATURE
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN.
FURTHER. CONTENT PROVIDER WISHES TO HAVE A UMITATION PLACED
UPON ITS POTENTIAL UABIUTY TO PREGAME IN THE EVENT OF SUCH A
BREACH. THEREFORE. CONTENT PROVIDER AND PREGAME HEREBY
AGREE THAT CONTENT PROVIDER SHALL PAY THE SUM OF $50.00 PER
MARKETING MESSAGE TO ACCOUNT FOLLOWER (E.G.. 1,000
FOUOWERS- ONE MESSAGE- S50,000) IN VIOLATION OF SECTION
PREGAME AND CONTENT PROVIDER HEREBY EXPRESSLY AGREE THAT
SUCH PAYMENT BY CONTENT PROVIDER IS REASONABLE AND IT
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PREGAME AND
SHAU NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENAL'TY.
CONTENT PROVIDER AND PREGAME ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY
THEIR INITIALS IMMEDIATEl.Y BELOW AGREE TO BE BOUND BY ITS
TERMS.

Con1ent Provider Initials: _.(Jt..zt::........-

Pregame Initials:

5.
Content Con!rpl Content Provider shaD be responsible for all
content posted or otherwise transmitted through the Account Content Provider
shaU indemnify, defend and hold harmless Pregame from and against any and au
claims (Including aD llabililies, costs, expenses (such as attorney fees),
obligations and damages) in any way arising from or related to the AocounL
6.
Effect of Termination. Content Provider's abiDty to access and use
of aD Accounts pursuant to Section of this Addendum 6hafl autornalically
terminate upon termination or expiration of the Agreement AD other provisions
shaD survive termination or expiration of the Agreement

of this Addendum

IN WinlESS WHERCOF, the paJties have duly executed this Sccia1


Network Addendum as of the dales set forth below intending that this Addendum
be effective as of the Effeetive Date.

Social.-- Adclcncllial

Cc.n.'11:1.,. SBvJc:J::s ,a,c;p..-,.,. . _,.

PREGAMELLC

By.

By.

Name: Q,_..Jc.<-L
Tille:
Date:

,&..,c, ....

&fi2!-'=:::=::::.=>_

Name:

(q<!Mj..

I; 0
Date: Jzl{09
I

""'FS'b "\.

zoca

1
2
3

JEFFREY L GAlLIHER. ESQ.


Nevada Bar No. 008078
jgalllher@dennettwinspear.com
DENNETT WIN SPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone: (702) 839-1100
Facsimile:
(702) 839-1113

Attorneys for Plaintiff Pregame LLC

DISTRICT COURT

CU\RK COUNTY, NEVADA

PREGAME UC,

10

<

Plaintiff,

11

vs.

12

JOHN KARALIS,

case No:

Dept. No:

13
Defendant

14
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>

1- ..
1-

Ill
c

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z

Ill

15

16
17

>

<

AFFIDAVIT OF RANDALL J. BUSACK IN SUPPORT OF TEMPORARY RESTRAINING


ORDER AND PREUMINARY INJUNCTION
1.

Affiant is the Managing Member of Pregame UC, a Manager-Managed Nevada

UmHed UsbRity Company and Plaintiff herein.

18

2.

Affiant uses the name of "RJ Bell" professionally.

19

3.

Affiant is over the age of 18

20
21

22
Z3

years and can

testify to the matters herein of his

own 1

personal knowledge if caUed upon to do so.

3.

'
Affiant provides this Affidavit in support of Pregame UC's Motion for Temporary 1

Restraining Order and Prefiminary Injunction filed herewith.

4.

Plaintiff

operates

website

residing

on

the

wide

world

web

at

24

"www.pregame.com (hereinafter 'pregame.com or "the website"). Through the webslle Plaintiff

25

provides sports related content of Interest to sports fans and sports bettors.

Some of that

content is proYided free of charge to \liewers of the website and other content, designated
27
28

'premium content, can only be accessed through a paid subsaiption..

Premium oontenl

..
1

2
3

5
6
7

a
9
10

11

12

..r

13
e

ff-

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%

14

15

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16

18

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17

19
20
21

Z2

23

24
25

26
27

subscription fees are a main source of revenue for Plaintiff's business.

Plaintiff obtains the

content from contracted content providers including Defendant John KaraftS.

5.

On or about June 18, 2012 Pregame LLC entered into a Content Services

Agreement ("the Agreemenr) wilh Defendant Karalis, and in or around 2009 Pregame LLC
entered into a Social

Network Addendum ("lhe Addendum") with Defendant Karalls. The

Agreement and the Addendum are attached to Pregame LLC's Motion for Temporary
Restraining Order and Preliminary Injunction as Exhibits "A" and "B", respectively.

6.

By its express tenns the Agreement was to continue for a paned of 5 years,

terminating in June 2017. The Agreement followed a previous similar contract between the
parties which was replaced by the Agreemenl The parties have operated under the current and
previous contracts for a peliod of several years without incidenl

7.

Pursuant lo the Agreement Defendant Karalis granted Plaintiff an exclusive

license to "publish, display, reformat and disbibute" all sports related content generated by
Defendant KaraftS, as weD as the right to bundle such content with that of other pro\'iders. In
addition, the Agneement provides that Karafis may not publicly disclose information related lo his
relationship with Pregame LLC. that Karalis wiH not undertake any conflicting obf19etions, and
that Karalis Will not attempt to induce employees or customers of Plaintiff to leave Pregame LLC
or pregame.com. The Agreement further resbids Kalaris' use of the Nom De GamblirJ9 "Vegas

Runner".
8.

Pursuant to the Addendum Plaintiff was entiUed to be the registered account

holder of any Social Site accounts, including Twitter handles, ubT!ZBd by Defendant Karalis in
connection with the production of content Karafis was further obfJ9Sted to provide the current /
usemame and password for all such accounts

to Plaintiff and was prohibited from

changing said

passwords without Plaintiff's prior written consenl Karafis was also forbidden from referencing

any third party competitor to pregame .com on Social Sites without pnor written consent of the
Pregame LLC. The Addendum includes a liquidated damages clause specifying damages for

each and every violation of the provisions outlined in this paragraph.

28

,...

1
2

4
5
6
7

B
9

10

11
J

.
<

12

13

15

16

....
0

On or about June 18, 2014 Defendant Karalis attempted to resign from his

contractual relationship with Pregame LLC.

Upon information and

do so by an offer from a direct competitor to Pregame LLC.

17

18

Karalis was induced to

Since that time Karalis has engaged

ln oonduct ln direcl violation of his obligations and Pregame LLC's rights under the Agreement
Those violations have been ongoing and continuous and have caused substantial damage to
Pregame LLC.

The nature of the damage to Pregame LLC is irreparable inasmuch as the

ccntent which Karafts is obrtgated to provide to Pregame LLC lor disbibution is being provided to
a oompetitor.

Once d"IStributed to the pubnc by the competitor such oontent cannot be

"undistnbuted" and the value of that oontent is lost to Pregame LLC

in addition, the

on

of information related to Pregame LLC by Karalis further results in irreparable

going

harm as such information, ccnfidential and otherwise, cannot be rebieved once made pub&c by
Kara&s.
10.

Further your Affiant sayeth naughl

14

.,
c

9.

SUBSCRIBED
SWORN to
before me this '60
day of
June, 2014 .

19
20
21

22
23

24
25
26
27
28

'

EXHIBIT "3"

EXHIBIT "3"

Jeff Galliher
\

From:

\ _o:

Subject:
Attachments:

Jeff Galliher Ugalliher@dennettwinspear.com]


Friday, August 29, 2014 1:55 PM
'generai@PandBLawyers.com'
Pregame LLC v. Karalis
14-07-09 Complaint filed.pdf; 14-07-16 Mtn for temp restraining order.pdf; 14-08-04 filed
tro.pdf; 14-08-15 Extended TRO.pdf; 14-08-19 affidavit of service.pdt, Prokopius
08-28-14.pdf; 14-08-29-{)rder to show cause.pdf; 14-08-29 TRO.pdf

Mr. Prokopius:
Attached please find my correspondence of yesterday's date along with other documents related to this case.
Regards,

Jeffrey L. Galliher, Esq.


ATTORNCY6

AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.839. 1113 fax

ThiS message and any alfactm'lents are intondod only for the u&e of lhe individu('ll or cn!rty lo whtch they arc: addrossod If the reader of lhis message or llfl
attadlment is not tho intended rcclpJenl or tho t?mploycc or agcnl responsible for C1C!Jivmmo lf)c mossago or allachrncnllo thC!' mJended rec1pient you are horeb:;
notified thai any dissemination. dislnbutiOll or copylll[J of lhts mes511ge or any
15 r.trrcfly prohtbtlcd. !I you hAVQ roccived lhtS communicalion tn error,
may be privrlegcd, is mtendod only for
please notiiy us tmmecliatoly by replying lo the sender. The infonnntmn mmsmtlfad m thts mcss<Jge <1nd any
the personal and confidential uso of the lntondad recirucnts. and 1s covered hy !he F.:cr:lronic Cornululllcations Pnv<lcy 1\ct, 18 U.S.C. 25102521.

Jeff Galliher

r;rom:.
0

!!RI:
Subject:

Alex Gomez [Aiex@PANDBLAWYERS.COMJ


Jeff Galliher
Friday, August 29, 2014 2:43PM
Read: Pregame LLC v. Karalis

Your message
To: Alex Gomez
Subject Pregame LLC v. Karalis
Sent Friday, August 29, 2014 1:54:32 PM (UTC-08:00) PacifiC nme (US & Canada)
was read on Friday, August 29, 2014 2:42:32 PM (UTC-08:00) Pacific nme (US & Canada).

EXHIBIT "4"

EXHIBIT "4"

Page l oil

E-File & Serve Case Contacts

I'll

Regiomil3ustice Genter

iT?:
..:d

.: ' -

..
las Veuas Ju,.;tke Court

Eighth Judltlal Dhtrtct Cour1


I

------'
E-Service List for Case
Contacts
E--54Meo MNU:r iJJt

... c ...

null .. Preaame LLC. PJatnttnCs) vs. John Karalls, Defendant(s)


Dennett WlnspeJr
C&mtact

,.,.,._

OQ:nnott Wlnspear, LLP

PROKOPIUS &. BEASLEY

"""""'
"""".....,

frnoll

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0)11tact No-.

Amenc:d
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to Case

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afib'9S6dei4EttgiS{:I!Mr.Qlm

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msrnv#wm!blilwm COlO

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https://wiznet. wiznet.com/clarknv/ServiceContactFrameSubmit.do?caseid=412ll73

9/22/2014

EXHIBIT "5"

(j.N!>\
\_

EXHIBIT "5"

Jeff Galliher
Jeff Galliher Ugalliher@dennettwinspear.com]
Thursday, September 04, 2014 4:39PM
'generai@PandBLawyers.com'
Pregame v. Karalls
14-09-04 Prokoplus.pdf

o:
Subject:
Attachments:
Mr. Prokopius:

Please find my correspondence of today's date attached hereto.


Regards,

Jeffrey L. Galliher, Esq.


\!'\/IN SPEAR
ATTOR,.E:YS

AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.839.1113 fax

This
and any 31l:lchmonls am intendod only for ttm
of the 1r.rl1v1dua! 01 entity to wtlich they are atJdrcsscd. If the reader of tilts message or an
attachmenl is not 1he intended recipient or tho omployoe or agent 1esponsilliC for dehvering lhe messnge or atlachment to the lntended rcclpleill you
hereby
nolifted that any disseminahon, dlstribulion or cepyin9 of ltlis m!ssage or <Hly nttachmenlls strictly prohibiloel. If you have rcceiveclllus communica1ion in error.
please notify us immediately by replying to tne sender. The inlormatlon ttansmitted 1n this message and any a!tachments may be
is intended only for
tho personal and confidential use or the intended recipients, and is covered by lhe Electronic Communications Privacy Act 18 U.S.C 25102521

Jeff Galliher

(!"
,; .rom:

l>ubject:

Alex Gomez [Aiex@PANDBLAWYERS.COM]


Jeff Galliher
Thursday, September 04, 2014 4:51 PM
Read: Pregame v. Karalis

Your message
To: Alex Gomez
Subject: Pregame v. Karalis
Sent: Thursday, September 04,2014 4:39:18 PM (UTC-oa:OO) Pacific Time (US & Canada)
was read on Thursday, September 04, 2014 4:50:21 PM (UTC-08:00) Pacific Time (US & Canada).

ATTORNEYS

AT

LAW

A, l.IMlTitC LIADfLITY LAW P;UITNC.!Iiii:SI'tlP


INCI,.UQINQ
t::CJFtPDAATJ.DNBI

JEFFREY L. GAu.IHER, Esa .

Jqalliher@dennettwmspeet.egm

September4, 2014

Sent Via Electronic and U.S. Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
Fax (702) 951-8022
generai@PandBLawyers.com
Re:

Pregame LLC v. John Karalis


Case No.: A-14-703627

Dear Mr. Prokopius :


Attached please find true and correct copies of screen shots taken of the
@VegasRunner page on Twitter today.
These two pages are irrefutable proof that your client continues to engage in
conduct which is in direct violation of each and every prohibition contained within the
Temporary Restraining Order which has been in place in this matter for several weeks.
My only purpose in sending this letter is to suspend any notion that you are not
aware of Mr. Karalis' ongoing and flagrant disregard for the duly issued orders of the
Court.
As always, I am available to discuss this case at your convenience.
Very truly yours,

JLG:ta

3301

N. BUF'F'At.D DAII.'Et SUITE t'iilS U

LAS VDAS. NV S91251

W't>(W,0t.Nm;T1"WWNBPE:.I.R.CCM [) Tl:t.: 7CZ.S39.1 ICC ifl rAX: 702,B39,t 1 13

ht1ps1ftwiuer.comiVcga,;Runncr?original_rcfcrer=hnp://""\'W,lhcphiL.

V"l'us Runner (Vcga.Runncr) on Twitter

Q,

Vegas Runner
@VegasRunner
Pro Sports BeHor in INegas..Festured ort

Tweets

Tweets & replies

eJ
by Vapas. RUMOf
. . David Pa)'nc Purdum @DavidPurdum 26rn

CNBC I ESPN I FOX I NY nMES I The

New Jersey officials lo meet to discuss moving forward with spons

HERO I JT the BRICK I CBS lHIS


MORNING I YAHOO & Man! bll.ly

be"ing: aspn.go.com/espnlbetUng/s ...

+.

/Oy26VR #Damage

t.'l

Vtih'lo summary

Las Vegas. Ne""da

ptUn)ll10dlalher.com

PhlllyGodfalhor @phiii)'I)Odfalher 37nt

Joined Mar<h 2009

9/4 Math Geeks Win Probs for MLB thephillygodfather.com


....

(ll Rato.o.oolod by Vegu Runner

.!. 1 Follower you know

...

f! Vogas Runner @Veg.asRunl'lErf 38m


#SteamRead for Thurs #MLB, #CFB, &
#NFL
the phillygodfa ther. com/Forum Retrieve.
Detailed Betting Market Analysis ..
Plus #ReaiMoves & More for Prime-Time

408 Photos and vidoos

t.'l- 5

...

lEI
-.. ""'"@ph.l!Jyyodfplhor
"""""'
J.i\
PhlllyGodfathor
40m
CFB Spons Betting Preview: AriZona @ UTSA thephiltygodfather.com

tart1des--weba ..
t.'lo

*'

ft. VogiiS Runnor @VegoroRun.net , 4Drn


Yes @GC3oh3 I do New Oneans radio today (5pm pst), Reno/NoCal
{Fri). Arizona {Fri), and Arnie Spanier national {Sat).. Podcast Fri w/ Gil.

+..
[EJ

t."1.

-k

Vtaw convets.ali0.-'1

Rc!W'ooled b)' \Jc;O$

Brian TUGh)' @ThoFi.dsln'ruohy 2tt


,.. .. ,. ... ,. , ..

!of!

- ...... .o ..... ._ .... ,,..,

o.: .. t . . . . u: ... - - - - - .,,,..,., ,.. ___ ,_._

9/4/20143:11 PM

Vegas Runner on Twiner. Going from

i)-Home

#Fake to $Omcthing...

#Discover

NoOficaOons

https:!ltwiner.comNe1:a.sRunner?orig.inul_refcrcr=http://www.thcphiL.

.!, Me
Q

Search Twitter

Vegas Runner @Vegas Runner :.: ..


"3" #NFAC Premium #MLB & Sat #CFB Moves Added for Subscribers
thephillygodfather. com/handicapper-ve ...
6-2 (75% ATS) on #CFB Premiums U3 Days !!

+. Reply

Retweet

Favorite

More

Jack Handy @3jackhandy Sep 1


@VegasRunner VR I had your service at pregame and this is WAY better than
back then. Keep it up brother!

+. Reply

Retweet

Vegas Runner

Favorite More

.2.

Follow

@VegasRunner

Going from something #Fake to something


#Real @3jackhandy I just couldn't do it
anymore and feel good about it after
learning all I did.
+. Reply t. Retweet

Favorite

More

FAVORfTES

2
2:09 PM- 1 Sep 2014

Iii

Reply to @VegasRunner @3jackhandy

Jack Handy @3jackhandy Sep 1


@VegasRunner just keep sending those #realmoves our way and it'll be all good!
oCh Reply

t.'l

Rerweet

* Favorite

... More

LAwizzkidd @lawiu:kidd Sep 1


@VegasRunner props to u VR for making the decision to change and bigger
respect for admitting the wrongs. Better future ahead for all.
+. Reply

Retweet

Favorite " ' More

Vegas Runner @VegasRunner Sap 1


..::::>.1 -

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91412014 J:IO PM

EXHIBIT "6"

EXHIBIT "6"

Page I of I

Skip to Main Contentt.oaool Mv Acc:ount Searc:h Menu New D!Slrid C1\'iVCrimmal SearCh Ref1ne
Search Close

Location

Court Ct\'tL'Crimmal HeiO

REGISTER OF ACTIONS
Cs No. A-14-703627-C
Pregame LLC, Plalntlff{s) va. John Karatls, Defendant(e)

Case

other Contract

Date Flied: 0711012014


Location: Department 4
Cross-Reference Ca.se Number: A703627

PARTY lNFOR.\fATIOS

Counter

Karalls, John

L&ad Attorneys
Donn w Prokoptu:s
RelfJined
702-4 74-0SOO(W)

Pregame LLC

Jeffruy L. Galllhor

Claimant

Counter

Retained
702-24:>5282(W)

Def&ndant

DeFendant

Karalls, John

Donn

w Prokoplus

Retainftd
702-474-0SOO(W)

PlalntJfJ

Pregame LLC

Jeffrey L. Galliher

Retained
702-243-5282(W)
EVENTS & 01\DtRS OF TH COURT

0911112014 Motion for Preliminary Injunction (10:00 AM) (Judicial Officer Kosach, Steven)
Plelntitra Motion for PreHminary Injunction
Minutes
0911112014 10:00 AM
Also present Randall Busack, Representative for Plsintifl
Pregame lLC; Estela Sandoval, Privale Investigator PJ the
CouJts request. Mr. Galliher detailed the steps \aken to pro-.ide
proper service in this case as fOllows: As to the- serving of the
Sui'T\ll10N. and Complaint and lhe Temporary Restraining Order,
Mr Karalis was served by Esteta 'Narren, e Private Investigator,
on Augu$t 16, 2014, with proof of the serw:e documentea in a
video taken by Ms. Warren and 1n a signed affidavit
Addltionafly, Mr. ProkoPius made an appearance in this ca.5e,
and was SUbsequanUy emailed a copy of ltle Summons and
Complaint the Temporary Restraining Order, and lhe Motion for
Preliminary Injunction, wttn Mr. Galliher receMng a
mwiPt
for hls email from PandBL.awyets.com. Mr. Galfiher also noted
he sent a ctlpy oi the Summons and COmpfsinL tne TRO,
and lh& Motion for Prefiminary Injunction to Mr. Prckopius via
United States Mail. Mr. Ga!riher presented his email aiDng wilh
the read receip1 to the Court documents mai1Ced as. en exhibit
{see wol'kStleet). COURT accePted Mr. Gamhers
rvpresentaffcns regarding service and incfa1ed lha1 Mr. Ganiher
proceed Wilh lhe inslanl Motion. Mr. Gelliher 8J9U8(I in
support of the Motion, stating that Mr. Karalis was provkling his
t.ervices to a competing company while his o:mtrad wilh
Ptegame LLC was still In effect. Furthermore, Mr. Kantlis
changed lhe pssswon:lto Pregame LLC's Twitter handle, end
continued to have sole and exdusive control over jt, despite it
being the elCC!uslve lntellecl.ual property of Pregame LLC. As
part of the
Injunction, Mr. Gaffiher requested Mr.
Karalis be ordered to
Pregame LLC wilh the password
to Pregame LLC's Twitter account COURT ORDERED Motion
GRANTED; Oefendanl John Karalis IS hereby ORDERED to
provide the password for Pregame LLCs Twitter account to
Pregsme Ll.C. Mr. Gallihe-r to prepare the Order.

Parties Present

Return to Rea!shu of Actjons

https://www.clarkcountycourts.us/Anonymous/CaseDetail.aspx?CaseiD= 1145231 O&Heari... 912212014

EXHIBIT "7"

EXHIBIT "7"

Page I of I

cl'lltng c-:Servtce UetaliS 2

EServlce Details of filing tiUed:


Order Extending Temporary RestnJinlng Order and Settting Hearing on Motion for Prellmlmtry Injunction

for case Number A14703627C Pregame LLC1 Plaintlff(s)vs.lohn Karalis, Defendant(s)


user Name
Arm Name
User Email
Debora Ponce
doonce@dennettwlnSOear.com
Dennett Wlnsoear
Dennett Wlnspear, UP Theresa Amendola tamendola@dennettwlnspear.com
Master Email
DenneltWlnsoear
PROKOPIUS & BEASLEY

Served
Yes
Yes
Yes
Yes

oatelJ!me OJ!!!ned
2014-09.()3 11:55:53.0
2014-0629 13:57:49.0 [detallsJ
[ Not Oll!lned l
ISst!lls]
[ Not Oll!lned l
[de!;!lls]

This page last refreshed: 9:09:44 AM


to refresh every 2 minutes.
Auto-Refresh Details?

Olcklng AutoRerresh below will set this page

EJ

hrtps://wiznet. wiznet.com/clarknv/NotificationServedSubmit.do?username=dennettwinspe...

9/22120 14

EXHIBIT "8"

EXHIBIT "8"

1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008076
jgalfiher@dennettwinspear.com
DENNETT WJNSPEAR, UP
3301 N. Buffalo Drive, SuHe 195
Las Vegas, Nevada 69129
Telephone:
(702) 8391100
Facsimile:
(702) 8391113
Attomevs for Plaintiff Pregame LLC

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

"

Plaintiff,

11

vs.

12

JOHN KARAUS,

Case No:
Dept. No:

13
Defendant.

14
m
>
w

15

bl a:

16

11- z

z
1&1

17

AFFIDAVIT OF ESIELA SANDOVAL


1.

20

2.

proVider was unable to serve defendant.

3.

4.

27
26

That on August 16, 2014 I served defendant John Karalls wHh a Summons,

Complaint and Order Extending Temporary Restraining Order in the fonn attached hereto.

5.

25
26

Affiant Is over the age of 18 years and can testify to the matters herein of her own

personal knowledge If called upon to do so.

23
24

That on or about August 15, 2014 ElHe Investigations was retained by counsel for

the Plaintiff in this action to effectuate service upon the Defendant after a preVious service

21
22

license

number673.

16
19

Affiant Is employed by Efite Investigations, Nevada Private

That if called upon to testify under oath I could and would testify to the foregoing

under penalty of perjury.

Iff
Iff

6.

Further your Affiant sayeth naught.

2
3

Este!a Sandoval
Nevada Private Investigator #873

SUBSCRIBED and SWORN to


0
before me this zzroc day of
September, 2014.
fJ!J.M . .

d.v J. 4W- - - - - - - - - - C

8
9

10
11
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>
<

>

1- w
i 1- z

w
z 0
z >
w>

<

<

12
13

14
15
16
17

18
19

20
21
22

23
24
25
26

27

28
2

Electronically Filed

08/1512014 01:40:16 PM

2
3
4
5

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgaUiher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, SUite 195
Las Vegas, Naveda 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 8391113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

Plaintiff,

11

vs.

<

12

JOHN KARALIS,

..

13

Defendant.

14

>

... w

... z

Ill

Ill ..

<

ORDER EXTENDING TEMPORARY RESTRAINING ORDER

15
16

17
18
19

20

Case No: A-14-703627-C


Dept. No: IV

COMES NOW, The Court, having conducted a status Check In the above-rafarancad
matter and, good cause appearing, hereby extends the TemporefY Restraining Order lssude by
the court on August 1, 2014 for a period of 15 days from the cunrant date of explraUon

as

follows:
IT IS HEREBY ORDERED, ADJUDGED AND DECREED thai Plaintiff PREGAME LLC's
Ex-Parte MoUon for Temporary Restraining Order is EXTENDED unbl further Order of the Court.

:
23
24
25
26

ornolaterlhan

Ququst

ZOitf.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalls

Is prohibited from providing content, as that term is defined in the Content Services Agreement
between the parties, to any other enllty including, but not limited to, www.PhillyGodfathar.com or
any other compe6tor of PREGAME LLC, or otherwise engaging in conduct whiCh competes with
the nonnal business of PREGAME LLC until further Order of the Court, or no later than

21
28

f!.wrut.,.t. 2B

2() IL\- .

1
2

3
4

7
8
9

10

11

12

<

13
14

">

15

Ill ..

16

1- ..
1- z

z c
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Ill
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IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from utilizing the Twitter handle "@VegasRunner" and lhe Nom de Gambftng
"Vegas Runner" until further Order of the Court, or no later than

unUI further Order of the Court, or no later than

Q.u

Restraining Order shall take effect immediately upon the filing of this Order, and its terms shaft
be enforced under further Order of this Court.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the security posted by
Plaintiff PREGAME LLC in the amount of ONE THOUSAND DOLLARS ($1,000.00) In
accordance with NRCP 65 (c) as security for such costs and damages as may be incurred or
suffered by any party who is found to have been wrongfully enjoined or restrained In this action
shall remain posted with the court.
DATED this

14..(-k

day of

at_..:;._..-::;.._

Submitted by;

21

24
25

lt\ 2.0/cf-.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary

20

23

U pf.. .

Is prohlblled from disclosing any confidential or non-public information related to Pregame LLC

18

22

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

17

19

{ly

"".-=e""sa"'".---Nevada
3301 N.
alo Drive, Suite 195
Las Vegas, Navada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

26

27
28

,.or.

OFFICIAL RECEIPT
District Court Clerk of the Court 200 Lewis Ave, 3rd Floor Las Vegas, NV 89101
R8cefpt No.

\ ;game.com

2014-92168-CCCI.K
Tmnsael!on Dale
08/1112014

I De8Cd#U

Amount P81d

On Behalf Of Pregame LLC


A-14-703627-C
Pregame LLC, Plaintiff(&) vs. Jolin Karalla, Defendant(&)
TemporiJIY RB81111lnlng Order
Ternporal)f RB81111Inlng Order

SUBTOTAL

PAYMENT TOTAL
Cheek (Reftl8934) Tendered
TOial Tendered
Change

0811112014
02:46PM

Cashier

Stat!an AIKO

OFFICIAl RECEIPT

Audit
34416997

. _ I_ _

EXHIBIT "9"

EXHIBIT "9"

Jeff Galliher

f .:rom:

Jeff Galliher Ogalliher@dennettwinspear.com)


Tuesday, September 16, 2014 4:53 PM
'generai@PandBLawyers.com'; 'Donn@PandBLawyers.com'; 'Jeremy@PandBLawyers.com'
Pregame LLC v. Karalis- Preliminary Injunction
14-0916 Prokopius Preliminary Injunction. pdf; 14-0916 Preliminary lnjunction.pdf

Sent:
To:
Subject:
Attachments:

Mr. Prokopius:
Please see my attached correspondence and a file-stamped copy of the court's Preliminary Injunction entered by Judge
Earley today,
Regards,

Jeffrey L. Galliher, Esq.

l \/1/INSPEAR
AT'T"DRNE:YS

AT

L.AW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.839.1113 fax

Th1s message and any atlachmenls are- intended only for the usc or lho indiYtdual or r.m!lly fo which tney ore nddresscd. If the reader of this message or an
attachment is T\01 the intended reciptem or the employee or agont responsible for do!lv011ng the message or anachment to the intended recipient you ara hereby
notified that any dissemination, distribution or copying of this message or any attachmelil is striclly prohibited. If you have received. this OJmmunicalion in error.
please notify U5 immediately by replying to the sender. The information transmitted in this message arKJ any atlachments may be privilegetl. is intended only for
the persona! and connctentfal use of !he intended recipients, and is covered by ttle Electronic Comrnunicauons Privacy AC1. 16 U.S.C. 2510252"1

ATTORNEYS

AT

LAW

A LIMITitO LIABIUTY t.4W PARTNI;R'SI1"1P

RII:PL.'I'

INct.UDIHtl PIIIOJ"tttDICINA\. COIIPDA4nD ...

Tel!

JEFFREY l. GALLIHER, ESQ.,


loemherdennettwinspear cgm

September 16, 2014

Sent Via Electronic Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
Fax (702) 951-8022
generai@PandBLawyers.com
Donn@PandBLawyers.com
Re:

Pregame LLC v. John Karalis


Case No.: A-14-703627

Dear Mr. Prokopius :


Attached please find a true correct copy of the Preliminary Injunction entered
against your client in the above-referenced matter.
Please note that, among other things, Mr. Karalis is ordered to immediately tum
over control of the Twitter account associated with the Twitter handle @VegasRunner to
my client and to provide all associated account information, including but not limited to,
the current operational password to my office within 24 hours of this service upon you.
Therefore I will expect you to deliver the ordered information either by courier or
electronic mail to my attention no later than 5:00 p.m. tomorrow, Wednesday
September 17, 2014.

Very truly yours,

JLG:ta

3301 N, BUFTALO DAI\IE, SUITE

Gl LAs VCGAS, NV 8'61129 Ei! WV.W,D[NNE'JTWINSPtAR,COI-4 U TEL: ?OZ,eag.JJOO kJ rAJC! ?Q ,


,Ill
2 839
3

EXHIBIT "1 0"

EXHIBIT "1 0"

Jeff Galliher

e,;.! rrom:
'

Attachments:

Jeff Galliher figalliher@dennettwinspear.com]


Wednesday, September 17, 2014 5:28 PM
'generai@PandBLawyers.com'; 'Donn@PandBLawyers.com'
Pregame LLC v. Karalis
14-09-17 Prokopius.pdf

Importance:

High

Sent:

To:
Subject:

Please see my attached correspondence.

Jeffrey L. Galliher, Esq.


\1\J!NSPE;.'\R
ATTCRNE'I'S

AT

'-AW

3301 North Buffalo Drive, Suite 195


las Vegas, Nevada 89129
702.839.11 00 voice
702.839.1113 fax

Ttus message nnd any atlachmenls are uitertded only for the use of the lndivit.ltJal or enlrty to which !hoy nrc addressed. If the reader of this mossage or an
aflachment Is not tho Intended rec:iplanl or U1a employeo or ilgenf responsible for delivering lhe mossogo or attachment to the Ultendcd tecipienl you are hereby
notined thai any dlssomioation. distnbution or copying of lhls message or any attachrnont is strictly prohibited. If you ha'w'o roc:elved !his communication in error,
plaa&e noti1y '-lS lmmodiate!y by roplyfng lo the sendor. The infonnation tronsmincd in this message and any atlachmcn!s moy be privilegeD, is ifllenoed only for
the personal and confidential use of the Intended redplenls. and is covered by the Electronic: Communications Pri'w'acy Ad., 18 U.S.C. 25102521.

ATTORNEYS

AT

LAW

A LIMITCD LIADII.ITY LAW


INCWDINCI F'IIIDrreJilTDNAL, CCIAPDR ....TTCINIJ.

JEFFREY L. GAWHER, Esc..

jgalliher@dennelhv;nspear.com

September 17,2014

Sent VIa Electronic Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
Fax (702) 951-8022
generai@PandBlawyers.com
Donn@PandBlawyers.com
Re:

(!"

Pregame LLC v. John Karalis


Case No.: A-14703627

Dear Mr. Prokopius :


This follows my correspondence of yesterday regarding the above-referenced
case. More than 24 hours have now elapsed since I served you with the Preliminary
Injunction entered against Mr. Karalis which required him to immediately tum over
control of the Twitter account associated with the Twitter handle @VegasRunner to my
client and to provide all associated account information, including but not limited to, the
current operational password to my office. As of the writing and transmission of this
correspondence I have received no response from you.
Please be advised that if the foregoing information is not received at my office by
noon tomorrow I will file a supplement with the court outlining Mr. Karalis' outrageous
behavior in continuing to ignore the Court's duly issued orders and request that the
same be addressed at Tuesday's show cause hearing.
Very truly yours,
DENNETT WINSPEAR, LLP

JLG:ta

3301 "'', 9UFTALO DFnVE. SIJIT 195

LAS VEDAS, NV 89129 rJ

L1 TL: 702,839.11 DC l:i: f'AX! 702.839,1113

EXHIBIT "11"

EXHIBIT "11"

Jeff Galliher
From:
Sent:
To:
Subject:

Donn Prokopius (Donn@PANDBLAWYERS.COM]


Thursday, September 18, 2014 3:24 PM
Jeff Galliher
RE: Pregame LLC v. Karalis

Dear Mr. Galliher:

I am in receipt of your letter. I have not even had the chance to meet with my client to get that information. He will be
in the morning. I will correspond at that time.
Sincerely,
Donn W. Prokopius, Esq.
From: Jeff Galliher [rnai!to:jga!liher@dennettwinsoear.com]

Sent: Wednesday, September 17, 2014 5:28PM


To: general; Donn Prokopius

Subject: Pregame LLC v. Karalls


Importance: High
Please see my attached correspondence.

Jeffrey L. Galliher, Esq.


ATTCRNI;VS

AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.639.1113 fax

This message 3nd any at1achn1cnts are intended only for the use of tho indiYtdual or en!rty to v;Mich IIley ilfO aclllrossod. II tho reader of this message or an
attachment is nol the Intended recipient or tM employee or ilgent rcsponstble lor dt:!ltwnng Uw mossagc or atlac:hmcnllo !he intended rcc1pimt you .-.rc hereby
notified that any dlssomiJlat!on. distribution or r.opyulg of this messago or
att<'lchmer.t 1s strrdly
U you h;lva rccc!VIXI lh1S
111 error,
please notity us Immediately by replying to the sender. The infonnatlon twnsnHIIed in tillS message and any attac/nnenls may Oo pmileged, is intended only for
the per5onal an(J conficlential U$e of the lntendeCJ recipients. ond Is covered by the E/oclfonlc Communications Privacy Act. 16 U.S.C. 2510-2521

EXHIBIT "12"

EXHIBIT "12"

...

.. - - .

._,

.:

,_'

DENNETT WINSPEAR, LLP


AHomcys at Law

JJOI N. Buffalo Drive,l/195


Lns Vegas, Nevada 89129

john Karalis
BOSS Sapphire Cove Avenue
Las Vegas, Nevada 89117

NIXIE

8!11172030-lN

RETURN TO SENDER
UNCLAIMED
UNABLE TO P'ORWARD
RETURN TO SENDER

08/14/14

'"'"::'...

... _.....

' SENDER: COMPLETE THIS SECTION


Complete items 1, 2. and 3. Also completo
item 4 if Rostricted Delivery rs desired.
Print your name and address on the reverse
so that we can retum the card lo you.
Attach this card 10 the back of the mailplece,

fJ

-
:

I'

A Slgnaturo

X
B. AeC91ved by( Prlntod Name}

lc.

DAgont

0 Addressoo
Dnlo of DD!IV(lry

or on the front lf space


1. Arlk:la Addressod to:

D. b dollvery nddrii'Ss dlft'QtOnt from Item 17 0 Yll9


If YES. enter
addrnss below:
D No

3. Service Typo
Mall
0 Aegistemd

0 lnsun!d Mafi

0 Express Mnil

D('Retum Receipt for Morctmndlaa


0 C.O.D.

4, RBStrletedDell"""f?(ExtmFse)
2. Artfcte Number
(Tr:ansler from ssMce ta

0 y03

7009 1410 DODD 0236 8450

.'.,-.

-,

111111111

1111111111m

DENNETT WINSPEAR, LLI'


Allamcys Lll LilW
3301 N. Uuffi1lo Drive:, #19.:5
Las Vegas, NcvudD K9129

TO:

John Karalis
4575 Dean
Drive
Unit 3208
Las Vegas, Nevada 09103

8!11032043-l.N
UTURN TO SEN'IJER

INSUFFICIENT ADDRESS
UNABLE TO FORWARD

RETURN TO SENDER

OS/01/1'1

AUG 0 <J 2014

SENDER: COMPLETE THIS SECTION


a Complete Uems 1, 2, and 3. Also

Item 4 If Restlicled Dellvel)' Is desired.


Print your mama and address on the re11erse
so that we can return the card to you.
a Attach this card to the back of the mailpiece,
or on the front if space permits.
1. Ar11cltt Addrossod to:

.Jc::l-}1\l

KA R fll-.1 S
3 ;)..0 'f?

illS V.1,1[.<;"

0Agent

0 Addressee

6.

by (Printed Name}

D. Is dofivory
diKcrent from ttem 1? 0 Yes
U YES, enter dolivery
below:
0 No

!Vv' Efll() 3

3. Setvtco TYPo

la:'c.rtmed Mnll

0 EJ<press Mal

0 Registered

Jl;, Return Aecefpt for Men:::hand!so

0 Insured Mall

oc.o.o.

4. Reslrlctacl OeUvery1 (EKtm Fee)

2. Article Number
(TI'Bnster from S8f11/co label}

C. Date of Delivery

ue.

1-/5'15 DEIW
{LN 1/

A. Signature

0 Yes

7009 1410 DODO 0236 8443

,,

.. ,-. .

.\

\''

.. -,"

,.'

,.

."o.,;e,

/.
I .'

.I

'

-.,_

'''

i.,

.. : :.

--'

....

.,-,

..

EXHIBIT "13"

EXHIBIT "13"

GianniTheGreek (Greek_Gambler) I Twiner

GianniTheGreek
@Greek_Gambler

bttps://rwiner.com:

TWEETS

FOLLOWING

FOLLOWERS

100

602

.!l. Fellow

Tweets & replies

Tweets

More v

GiannrTh-sGmek @Greek_Gamblor 4m

#NFAC is in the house ... can you dig it !!


Back w/ FREE Moves and so much
more .. #SteamRead picks back up in am wl
#CFB ..

...

Who to follow
Rcfre:;h V1ew all

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II

Kyla J. Ro .. ,

)(

.!,

Follow
Louchelz:P .. X
Followed b ...

.!.
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f:;J PrtltnOled by Wttmot 91'0$ Pict\Jn;n

Goodell

Rachel Nichols

l of I

9/1912014 1:22 PM

https:/ltwiner.coml

Twiner i Search greek_gambler

i)-Home

Notiftcalions

#Discover

.!.. Me
greek_gambler

Everything

f4r.

gre'e
Top/ All

People
Photos

FOX Sports Daybreak @FSDaybreak 3h


ON NOW: Our Professional Sports Bettor, @Gre
@FoxSportsRadio and iheart.comnive/Fox-Sport

Videos

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nmelines

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All people

+.Reply

GlanniTheGreek @Greek_Gambler 3h
LISTEN LIVE NOW on @FoxSportsRadio Nation
I'm breaking down #NFL #MNF and more from #1
@North2North @AndyFurmanFSR
Expand

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+.Reply

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93 by @phillygodfather 5-4 @BuryRightNumber
@phillyrooster 2-1 @BigBetTiger damage done il

Everywhere

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Near you

Trends

0.

RSS'-!itS TOr

+. Reply

Brady Kannon @lasvegasgoller 11 h


RT @dskumik @beatingthebook PIT over CAR?
@Greek_Gambler, as my grandma used to say,

Change

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l!'J Promoted by The Best 01 Me Movie


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+. Reply

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@sheepsarmy @phillygodfather @Greek_Gamb
@BigBetTiger Nice!!

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t1lil' View conversation

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+. Reply

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FXFL@FXFL
Followed by Adam Schefter

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Followed by Nick Ragsdale a ...

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The legendary gambler previously known as
@Greek_Gambler

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@Moosehunter87 @Greek_Gambler @kellyinve
View conversation

+. Reply

912212014 8:49AM

EXHIBIT "14"

EXHIBIT "14"

https://twitter.comlsearch?q=greek_7777 &src=typd

Vegas Runner (Greek_7777) I Twitter

f"" .....

9Home

Vegas Runner
@G...,k.,.7777

Las Vegas, Nevadil

Joined March 2009

0.

S'<l.:m:h Twitter

Diocover

T\'\IEETS

PHOTOSMDEOS

FOLLOWING

50.7K

413

100

Tweets

faJ

FAVOR

33.9K

10

.X.

.._.

.!. Follow

Tweets & replies

Vegas Runner @Greek_7777 21h

We caught a few in #CFB this week ..


I still got some "Live" #Pieazers in #NFL
pending for a bigger #SCORE ..

.!. 1 FoJ!ower you know

EJ 413 Pl'IOtos and videos

View mOfe photO$ an:J videos

[iJ Vegas Runner

@I Maturo Guy @GuyMature Sep 19


@FSOaybreak @AndyFunnanFSR @North2North @VegasRunner has
been a great addition to !he show. Great insight and articulates his points
well

*' ...

(!) VCgas Runn&, retweeted

FOX Sport.s Radio @FoxSpottsRadio Sep 19

""This Hour on @FSDaybreak


Pro Sports Benor, @VegasRunner stops by, Our Week 3 #NFL picks, and
The Best& ... fb.me/201kGgwST

...,_

t.'l

&

VIeW deb!Hs

[}J Vegas Runnor @Greek_1m Sep 17

2014 #SuperContest Standings after Wk 2:


4 Entries Tied at 10-0 Overall ..
@vegasrunner =8-2 Overall ..
WFl'VP.

I of I

nnt

:::1

lnnn

tn nn
9/22/2014 I :55 PM

EXHIBIT "15"

EXHIBIT "15"

ATTORNEYS

AT

LAW

A L! ...UTt:O LIAIJil,.ln' LAW PAilTNI:FtBI'IU10


IHCUlOJND F'III'DI"CDQ.ICNA..L. CQitPCA.ATIONEI

JEFFREY L. GAultiER, Esc ..


jgaUihet@sSennelhvinspear

com

September 19, 2014

Sent Via Electronic Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
Fax (702) 951-8022
generai@PandBLawyers.com
Re:

Pregame LLC v. John Karalis


Case No.: A-14-703627

Dear Mr. Prokopius :


I have just discovered that the Twitter account for the twitter handle
@VegasRunner was deleted this morning.
Your client was required to provide the account information to me, including the
password, two days ago. Instead of complying with the court's order of which you have
been aware for several days Mr. Karalis has taken action in direct violation of the very
clear requirements of the Preliminary Injunction. Based upon your e-mail to me that you
were scheduled to meet with him and the untimely "opposition" served this morning I
must assume that he took such action upon advice of counsel.
If that is indeed the case, it was extremely poor advice. That account was an
asset belonging to my client. The Social Network Addendum which is the subject of this
suit makes that quite clear. The court's issue of a Temporary Restraining Order and
subsequent Preliminary Injunction in this case indicates that the court has made a
determination that my client has a reasonable likelihood of success on the merits of its
case. Your client's actions this morning are akin to burning down the house in a
property dispute case.
If lt is within your client's power to restore that account I suggest he do so

as ...:. -.

1 N. BUrY'ALD DRIVL SUfTI:. 1 "'

\.AS

NV BOIZO I' vrww

CCJ-4 t;! TU.: 702.839.1100 Iii rAJ;:

Donn Prokopius, Esq.


September 19,2014
Page 2 of2
immediately. He must also provide with the current password for any revived version
pursuant to the court's duly issued order.
Very truly yours,
DENNETI WINSPEAR, LLP

JLG:ta

New ADOI'U;QD UI:QI-.... Do -'U .. C I , 2.0 1 Ol


3:1t:l \ N. 0UP'TALQ QAIVC., BUn'C 1 99

LAlli vctll&.a. NCVADA BGI 1 2:0


33:Z:1 N, BUt'f'Ar.C 0Rf ... C, SLIITC 100

LA.S Vt:G.Q.!l, NV B9 1 :Z:9

... U.PI::-"R.CQ...

TCI..: 71:12..939,1100

r ... x: 702.839,1 1 13

Jeff Galliher

rFrom:
Sent:
To:
Cc:
Subject:

Jeremy Beasley [Jeremy@PANDBLAWYERS.COMJ


Friday, September 19, 2014 1:21 PM
jgalliher@dennettwinspear.com
Donn Prokopius
Re: Pregame v. Karalis

The @VegasRunner log in: Greek_7777


Password: karmakarma
Sent from my iPhone
> On Sep 19, 2014, at 12:46 PM, "Jeremy Beasley" <Jeremv@PANOBLAWYERS.COM> wrote:
>

> Mr. Galliher,


> We are in receipt of you last correspondence and I must inform you that even though what we
discuss with our client is confidential (as you should know) we never advised Mr. Karalis to
delete, remove or close the @VegasRunner account. So your unprofessional assumptions are
incorrect and unwarranted.
>

> I have spoken with Mr. Karalis and he is currently attempting to re establish (if possible)
the account and will provide all passwords to me and I will forward the same to you by this
afternoon.
>

Jeremy R. Beasley, Esq.


> Sent from my iPhone

EXHIBIT "16"

EXHIBIT "16"

1
2
3

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

Attorneys fOr Plaintiff Pregame LLC

DISTRICT COURT

CLARKCOUNTY,NEVADA

8
9

PREGAME LLC,
Plaintiff,

10
11

1- w
1- z
Ill

z
z ..
Ill .
0
0

12

vs.
JOHN KARALIS,

13

Defendant.

14
15
16

17

Case No:
Dept. No:

AFFIDAVIT OF JEFFREY L GALLIHER, ESQ

1.

Affiant is an attorney duly licensed in the State of Nevada and employed by the

law firm of Dennett Winspear, LLP, counsel for Plaintiff herein.

2.

Affiant is an AV/Preeminent rated attorney in the area of Litigation and has been

18

practicing for more than 12 years, including as lead counsel in several complex commercial

19

litigation cases.

20

3.

21
22

Affiant Is over the age of 18 years and can testify to the matters herein of his own

personal knowledge if called upon to do so.

4.

That as a direct result of Defendant John Karalis' failure to comply with court

23

orders in this case it has been necessary for me to expend in excess of ten hours of my time,

24

billable to Plaintiff Pregame, to address Mr. Karalis conduct.

25
26
27
28

5.

That the fees incurred by Plaintiff Pregame as a result of Karalis' failure to comply

with the responsibilities of a litigant are reasonable and necessary under the circumstances.

6.

That if called upon to do so I can and will testify to the same under oath in any

1
2

court of competent authority.


7.

That I hereby swear and attest that the foregoing is true under the penaHy of

8.

Further your Affiant sayeth naught.

3
4

5
6
7
8
9

SUBSCRIBED and SWORN to


before me this 7-L. day of
September, 2014.

10
11
<

12
13

<

14

tt-

Ill

>

15
16

z
z a

17

18

Ill

<

19
20
21
22
23
24
25
26
27
28

1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WIN SPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

Electronically Filed

10106/2014 01:38:50 PM

CLERK OF THE COURT

6
DISTRICT COURT
7
CLARK COUNTY, NEVADA
8
9
10
11

12

.J

13

w
>
w

11- z

bl
z
z
Ill
0
0

14

PREGAME LLC, a Nevada Limited Liability


Company
Plaintiff,

Case No: A-14-703627-C


Dept. No: IV

vs.
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,
Defendant.

15

Hearing date: October 30, 2014 8:30 am

16

17
18
19
20

COMES NOW, Plaintiff PREGAME LLC and submits the following Opposition to
Defendants Motion for various relief filed on September 19, 2014. This opposition is based upon
the points and authorities contained herein, the pleadings and papers on file in this case and
such argument as may be entertained by the Court at the time of hearing.

21
22

DATED this 6th day of October, 2014.

23
24
25
26
27
28

DENNETT WiPEAR, LLP

I'
JEFFREY t GALLI R, ESQ.
Nevada Ba No. 008078
3301 N. Bu alo Drive, Suite 195
Las Vegas, Nevada 89129
Attorneys for Plaintiff Pregame LLC

1
2
3
4
5
6
7
8
9
10
11
3

MEMORANDUM OF POINTS AND AUTHORITIES


Introduction
Defendant John Karalis decided to walk away from his contractual obligations to Plaintiff
Pregame LLC on June 28, 2014 despite the fact that 3 years still remained on his second five
year contract with the company.
Instead, Karalis began immediately providing content to a direct competitor and otherwise
distributing content through various mediums in direct violation of the contractual rights of
Pregame who holds an exclusive license to distribute content produced by Karalis.
Pregame LLC sent Karalis a cease and desist letter via certified mail which Karalis
refused to accept. Soon thereafter Pregame initiated the instant case in an effort to enforce its
contractual rights.

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Relevant Facts
Defendant Karalis admits that he entered into a contractual relationship with Plaintiff
Pregame LLC.

(See, Defendant's Motion to Re-Hear/Reconsider of Preliminary Injunction at

Page 3, lines 8-12) He further acknowledges the he granted Pregame an "exclusive license that
allows PREGAME to 'publish, display, reformat and distribute' the information JOHN provides."

(.!Q., at Page 3, lines 14-15)

He even admits that he unilaterally "terminated the parties'

contractual relationship on or about June 18, 2014." (!Q,, at Page 3,1ines 17-18).
According to his motion, Mr. Karalis retained counsel "on or about August 19, 2014" (!Q,,
Page 5 at Line 13-14, filed on 9/19/14).
On August 27th, 2014 Donn Prokopius, Esq. entered his appearance on behalf of
defendant John Karalis. (Exhibit "1 ")
On August 29th, 2014 the court issued its Order Extending Temporary Restraining Order
and Setting Hearing on Motion for Preliminary Injunction. (Exhibit "2")
On August 29, 2014, after receiving Mr. Prokopius' Notice of Appearance by mail,
counsel for the Plaintiff served Mr. Prokopius with the following documents by electronic and

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regular mail including a cover letter:


1)

Summons and Complaint;

2)

Motion for Temporary Restraining Order and Preliminary Injunction;

3)

Temporary Restraining Order issued August 1, 2014;

4)

Order Extending Temporary Restraining Order issued August 14, 2014;

5)

Order Extending Temporary Restraining Order issued August 28, 2014, including the

order to appear for hearing on Preliminary Injunction on September 11, 2014;


6)

Order to Show cause;

7)

Affidavlt of Servlce of Estella Sandoval dated August 18, 2014;


(Exhibit "3")
Plaintiffs counsel requested and received a "read receipt" confinning that the e-mail and

the attachments were received by Mr. Prokopius's offrce. (Exhibit "4")


On September 11, 2014 the court held a hearing on Plaintiff's Motion for Preliminary
Injunction. Defendant and his counsel failed to appear despite the indisputable fact that notice of
the hearing had been provlded by Plaintiffs counsel (Exhibit "3" ) and the court itself. (Exhibit "5")

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Jurisdiction over the Defendant has been established


Defendant's argument that the court lacked jurisdiction is not web founded. Jurisdiction
has been established over Mr. Karalis on this case In no fewer than three different ways.
A "plaintiff may establish personal jurisdiction over the defendant by a preponderance of
the evidence at an evidentiary hearing." Trump v. District Court, 109 Nev. 687, 692-93, 857 P.2d
740, 743-45 (1993) At both the hearing on September 11, 2014 and at the Hearing on Order to
Show cause on September 23rd, this court, after examining the evldence, detennlned that John
Karalis was personally served on August 16, 2014. (See, Minutes of September 23rd hearing.
attached hereto as Exhibit "6" and stating, in pertinent part, that "as to the servlce issue Court
Found there was sufficient information for the issuance of the Order to Show cause, and there
was proof of service on the original Temporary Restraining Order and the first Extended

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Temporary Restraining Order.")


Furthermore, by filing his Answer and Counterclaim on September 11, 2014 Defendant
submitted to this court's jurisdiction. Specifically, because none of the 23 affirmative defenses
included in Defendant's Answer' assert the defenses of lack of personal jurisdiction or
insufficient service of process those defenses are deemed waived.

Hansen v. Ejght Judicial

District Court, 116 Nev. 650, 6 P.3d 982 (2000), ("Thus, to avoid waiver of a lack of jurisdiction
over the person, insufficiency of process, or insufficiency of service of process, the defendant
should raise its defense either in an answer or pre-answer motion")
Finally, Mr. Karalis consented to the jurisdiction of this court pursuant to an express
proVision of the Content Services Agreement on file in this case.

Specifically, paragraph 32

proVides, in pertinent part that "[a]ll actions and proceedings pertaining to this Agreement will be
filed and litigated exclusively in any state of federal court located on Clark County, Nevada.
Pregame and Content Provider (Karalis) expressly consent to the jurisdiction of these
courts .. ."
Personal jurisdiction over Mr. Karalis has been established through 1) the court's findings
after an eVidentiary hearing; 2) by the waiver inherent in the filing of an answer to the complaint
which fails to raise the affirmative defenses of lack of personal jurisdiction and insufficiency of
serVice, and: 3) by express consent pursuant to the clear language of a contract at issue.

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Notice of the hearing on Preliminary lnlunction was provided to the Defendant


Pursuant to NRCP 5(b)(2)(B) serVice upon a represented party may be accomplished by
"[m]ailing a copy to the attorney or the party at his or her last known address. Service by mall is
complete on mailing." Service of the Motion for Temporary Restraining Order and Preliminary
Injunction and the Order Extending Temporary Restraining Order and Setting Hearing on Motion
for Preliminary Injunction was accomplished under this rule when, on August 29, 2014, Plaintiff's
counsel sent a letter to Mr. Prokop ius, both by U.S. Mail and Electronic mail which included a

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See, Defendant's Answer and Counterclaim filed September 11, 2014.

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copy of the Motion for Preliminary Injunction and the order setting hearing on the same for
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September 11, 2014. (Exhibit "3")

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Further, NRCP 5(b)(2)(D) provides, in pertinent part, that notice may be provided by
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"[d]elivering a copy by electronic means if the attorney or the party served has consented to
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service by electronic means. Service by electronic means is complete on transmission". By

registering with the court's a-filing service defense counsel consented to be served through that

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system. Mr. Prokopius' office was electronically served with the Order Extending Temporary
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Restraining Order and Selling Hearing on Motion for Preliminary Injunction by the courfs own EService system. (Exhibit "5")

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Accordingly, it cannot reasonably be disputed that no fewer than two separate notices of
the September 11, 2014 hearing were provided to defense counsel.

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The Requests for TRO and Preliminary Injunction were supported by the affidavit of the
Managing Member of Plaintiff Pregame, LLC

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Defendant's motion claims that the motion for TRO and Preliminary Injunction was not
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adequately supported by an affidavit. Specifically, Karalis' motion includes the bizarre statement
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that:
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"PREGAME's motion for a TRO was accompanied by a supporting


affidavit by someone calling himself 'RJ Bell.' 'RJ Bell' is an alias a fact admitted in paragraph 2 of RJ Bell's affidavit in which he
states that he uses the name 'professionally'- whatever that is
supposed to mean. RJ Bell's true identity is otherwise unknown
and therefore it is unknown whether the person purporting to be RJ
Bell who signed the affidavit is a bona fide representative of
PREGAME, a stranger, an imposter or a straw man." (See,
Defendant's Motion to Re-Hear/Reconsider of Preliminary
Injunction at Page 11, lines 17-24)

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In fact, Plaintiff's motion was supported by the affidavit of "Randall J. Busack" and not
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"RJ Bell" as inexplicably stated by Defendant. (Exhibit "7" ) The affidavit clearly identified Mr.
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Busack as the Managing Member of Pregame LLC, Plaintiff herein. The affidavit further
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explained the business that plaintiff is engaged in, the existence of a contractual relationship
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between the Plaintiff and Defendant Karalis, the material terms of that contractual relationship,
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Mr. Karalls' specific act of breaching the contract, that the Plaintiff suffers substantial and
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irreparable damage as a result of the breach and the nature of that irreparable damage.
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Defendant's feigned ignorance as to the identity of the affiant and his relationship to this case is
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indicative of the games he continues to play all while openly defying the authority of this court.
Defendant's reliance on Webster v. Steinberg for the notion that an injunctive order which
does not include detailed factual findings is void is misplaced. In 1990 the Nevada Supreme
Court loosened the strict requirements of Webster in favor of a policy that provides that, as long
as the reasons for the imposition of an injunctive order are otherwise readily apparent elsewhere
in the record, then nullification is not appropriate. Las Veoas Novelty, inc. v. Fernandez, 106
Nev. 113,118, 787 P.2d 772, 775 (1990). Here, the court has been provided with the underlying
facts on multiple occasions including an evidentiary hearing on September 11, 2014. Also, the
first draft order submitted by Plaintiff's counsel for the original TRO included findings of fact and
conclusions of law that, while the court was made aware of them, were ultimately eschewed by
the court in favor of a more succinct order.

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The court heard and accepted Plaintiff's offer of proof at the hearing on September 11,
2014
At the hearing on Preliminary Injunction on September 11, 2014- at which defendant

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failed to appear despite Indisputable proof that his counsel of record had been twice provided
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with notice - Plaintiff made an offer of proof to the court regarding each of the essential elements
of Plaintiff's request for a Preliminary Injunction and such offer was accepted by Judge Kosach
before he issued the Preliminary Injunction. (Exhibit "8") Plaintiff expended considerable time
and expense to appear at that hearing, including incurring fees to have a private Investigator

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appear as a witness. Contrarily, Defendant has offered no plausible reason why he failed to
appear. The indisputable evidence is that his counsel was provided with multiple notices of the
hearing. in addition, the hearing date was noted on the court docket which is available on-line.
Once again, the defendant's conduct is consistent with his desire to ignore this situation and just
hope that it goes away.

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Defendant's, conduct both prior to and subsequent to the issue of the preliminary
injunction. proves the need for the Injunction
Based upon the factual admissions made in the instant motion that a contractual

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relationship existed between the parties and that the defendant "terminated the parties'
contractual relationship on or about June 18, 2014" defendant's claim that he would have
defeated the motion for TRO is baseless. In fact, despite the imposition of the injunctive orders
in this case Defendant Karalis' still engaged in conduct which has already irreparably harmed
Pregame LLC.

As an example, instead of turning over the Twitter account information for

@VegasRunner as clearly required by the Preliminary Injunction and demanded pursuant


thereto by Plaintiffs counsel (Exhibit "9") Karalis instead DELETED that Twitter account on
September 19th, but not before siphoning off its 34,000 plus followers to a new account called
@greek_7777.

Only after yet another letter from Plaintiffs counsel (Exhibit "1 0") did the

defendant finally provided the password for the Twitter account "@greek_7777" later that day.
(Exhibit "11")
However,

at the

"@greek_gambler."

same lime

Karalis

created

third

Twitter account called

Even a cursory examination of that account clearly shows that Karalis

continues to distribute content in violation of the Preliminary Injunction including a tweet that he
was appearing on Fox Sports Radio on Monday, September 22, 2014 at 8:23 am. and "breaking
down #NFL #MNF and more" and multiple other examples. (Exhibit "12")

That conduct is in

direct violation of the prohibition contained in the TRO and the Preliminary Injunction against
"providing content, as that term is defined in the Content Services Agreement between the
parties, to any other entity." Indeed, despite the imposition of this court's Preliminary Injunction,

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according to Karalis himself: "nothing's changed". (Exhibit "13")

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Defendant's conduct does not constitute mistake. inadvertance, surprise or excusable


neglect

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In support of his argument that the circumstances in this case "unquestionably constitute
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surprise, mistake an( sic) excusable neglect as contemplated by NRCP 60{b)" Defendant claims

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in the instant motion, filed on September 19th, that "[u]p to now he has not been represented by
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counsel." However, that assertion is directly contradicted by the statement in the same pleading
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that he actually retained counsel a month earlier, "on or about August 19, 2014."
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Defendant's Motion to Re-Hear/Reconsider of Preliminary Injunction at, Page 5 at Line 13-14).
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Clearly, the defendant is seeking to mislead the court with respect to how long he has enjoyed
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professional representation with regard to this matter.


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Defendant further claims that he should be granted a re-hearing because he was
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unaware of the circumstances surrounding the issue of the TRO and, that had he been so
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aware, he would have acted differently is belied by the conduct of the defense in this matter.

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Specifically, for a period of more than 30 days, in a case where a TRO had been issued and
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Plaintiffs counsel had sent no fewer than five letters to defense counsel there had been
communications from defense counsel. When some communication was finally forthcoming, it

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came in the form of a 4 sentence e-mail with absolutely no substantive content. (Exhibit "14")
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Meanwhile. Karalis continued to violate the express provisions of his contract, the TRO and
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ultimately the Preliminary Injunction.


Likewise, the claim that Pregame has never "challenged the validity of John's cancellation
of the Content Services Agreement" is belied by the fact that Pregame sent a Cease and Desist
letter on June 30, 2014, just 12 days after Karalis breached the contract (Exhibit "15") and then
after he failed to respond sued him for the breach only 10 days later. It's hard to imagine a
stronger challenge than the one made by Pregame.
Allegations that Pregame was dilatory in serving Karalis are also unfounded. Once the

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case was established in the court's system, including the filing of a peremptory challenge by
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Pregame, Pregame's counsel originally arranged to have Karalis served by First Legal
Investigations. However it was ultimately determined that Karalis was on a vacation to the
Bahamas. (Exhibit "16") Once it was confirmed that he had returned to the jurisdiction First
Legal made 8 unsuccessful attempts to serve him at two different addresses between August 6th
and August 1Oth. (Exhibit "17") Based upon the futility of those efforts Pregame's counsel was
forced to hire a licensed private investigation firm to "stake out" both locations. Finally, on
August 16th Mr. Karalis was located outside his ex-wife's home and personally served. (Exhibit
"18")
This has been a common tactic of the Defendant throughout this dispute: Simply ignore
the situation and conduct his business as usual. He ignored a cease and desist letter which was
served pursuant to the terms of the written agreement of the parties (Exhibit"") via certified mail
on June 30, 2014 (even though it was sent to his current address AND his former address where
he was ultimately personally served). His counsel has ignored communications from Plaintifrs
counsel. Karalis has ignored the court's Temporary Restraining Order and Preliminary Injunction
and continues to until this day. (Exhibits "12" and "13")

Attorney's Fees
Defendant's request for attorney's fees is nothing short of madness. Defendant has done
absolutely NOTHING in this case except for ignore it and then, after finally realizing that Plaintiff
intends to enforce his contractual obligations, he files the instant motion asking for "do-overs.
Meanwhile, Plaintiff has been forced to expend thousands of dollars In attorney's fees and costs
in an effort to enforce ifs clear contractual rights, including preparation and attendance at a
Preliminary Injunction hearing at which Defendant failed to appear.

Defendant's failure to

respond to both the Plaintiff and the Court in any meaningful way is the only reason this case is
where it is and is the reason why Plaintiff has had to expend many more resources than should
have been necessary.
Under the contract Plaintiff is entitled to recover his attorney's fees for enforcing the
contract. Defendant's clear pattern of delay, defiance and obfuscation in this case warrants an

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award of reasonable attorney's fees to PLAINTIFF for the unnecessary and ongoing work
created by Defendant's documented and willful failure to comply with his responsibilities in this
case. Accordingly, Plaintiff requests an award of its reasonable attorney's fees in dealing with
Defendant's intransigence. (Exhibit "19")

CONCLUSION

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The conduct of Mr. Karalis both before and after retaining counsel has been consistent:
He has completely ignored the rights of the Plaintiff, he has ignored the prohibitions placed upon
him by the court in the form of a Temporary Restraining Order and subsequent Preliminary
Injunction, he has ignored orders setting hearings, he has ignored demands from Plaintiffs
counsel that he comply with the court's orders, even to this day he continues to ignore the
authority of this court and engage in conduct which is directly contrary to Its orders.
Taken as a whole the available information in this case thus far suggests that Mr. Karalis
has simply not taken this situation seriously. Beginning with his stated belief that he can simply
unilaterally "terminate" a written contract at will, his counsel's disregard for papers served upon
him, his willful contempt of court orders and continuing right through the ongoing conduct in
direct contradiction to not only his contractual obligations to the Plaintiff, but also to the duly
issued orders of this court, indicates that Mr. Karalis believes he can do whatever he feels like
doing, regardless of his legal obligations. Nothing in his motion rises to the level of "excusable"
neglect. If it is a "surprise" it is only because he has failed to pay attention. His only "mistake"
has been to underestimate Plaintiffs willingness to hold him to his obligations.

Ill
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Defendant Karalis should not be rewarded for this conduct by allowing him "do-overs".
Likewise, Plaintiff, who has diligently pursued this case should not be punished by forcing lito do
again what it has already done. The motion should be denied.
Respectfully submitted this 6th day of October, 2014.

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JEFFREY . GAL
Nevada Ba
. 008078
3301 N. Buff o Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

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CERTIFICATE OF SERVICE

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Pursuant to NRCP 5(b) and EDCR 7.26, I certify that on this dale, I served the foregoing
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on PLAINTIFF'S RESPONSE TO DEFENDANTS RESPONSE TO ORDER TO SHOW CAUSE


STYLED AS DEFENDANT'S OPPOSITION TO PETITION FOR AN ORDER TO SHOW CAUSE
WHY DEFENDANT SHOULD NOT BE HELD IN CONTEMPT

all parties to this action by:

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Facsimile

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Mail

Electronic Service

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DATED this

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ee of DENNETT WINS PEAR, LLP

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EXHIBIT "1"

EXHIBIT "1"
000001

Electronically Filed
08/27/2014 11:11:48 AM

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NOT
PROKOPIUS & BEASLEY
DONN W. PROKOPIUS, ESQ.
Nevada Bor No: 6460
JEREMY R. BEASLEY, ESQ.
Nevada BarNo.: 12176
931 South Third Street
Las Vegas, Nevada 89101
(702) 474-0500 I Fax (702) 951-8022
general@pandblawyers.com
Attorney for Defendant, JOHN KARALIS
DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

1I

("'

CLERK OF THE COURT

I0

CASE NO.: A-14-703627-C


DEPT. NO.: IV

Plaintiff,

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vs.

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JOHN KARAUS,

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...

Defendant.

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NOTICE OF APPEARANCE

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NOTICE IS HEREBY GIVEN, that DONN W. PROKOPIUS, ESQ., of the law finn of
PROKOPIUS & BEASLEY, enters his appearance on behalf of the Defendant, JOHN
KARALIS, in the above-entitled action.
DATED

day of August, 2014.


PROKOPWS & BEASLEY
BY:
W. PROKOP
ESQ.
MY R. BEASLEY, ESQ.
93 I South Third Street
Las Vegas, Nevada 89101
(702) 474-0500 I Fax (702) 951-8022
general@pandblawyers.com
Attorney for Defendant

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("'

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+
002

CERTIFICATE OF MAILING

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I hereby certify that I am an employee ofPROKOPIUS & BEASLEY, and on the

day of August, 2014, I duly deposited for mailing, first class mail, postage prepaid thereon, in th
United States Mail at Las Vegas, Nevada, a true and correct copy of the above and foregoin

NOTICE OF APPEARANCE in the above-entitled matter, addressed to the following at th

last known address

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Jeffrey L. Galliher, Esq.

DENNEIT WIN SPEAR, LLP

10

3301 N. Buffalo Drive, Suite 195


Las Vegas, NV 89129

!l

PREGAME LLC

Attorney for P/alnlif/.

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(""

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03

EXHIBIT "2"

EXHIBIT "2"
000004

Electronically Filed

08129/2014 08:36:45 AM

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...

ORO
JEFFREY L GALLIHER, ESQ.
Nevada Bar No. 008078
jgalliher@dennettwfnspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
FacsimDe:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

OF THE COURT

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

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J

Plaintiff,

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YS,

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JOHN KARAUS,

Case No: A-14-703627-C


Dept No: IV

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..

Defendant.

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ORDER EXTENDING TEMPORARY RESTRAINING ORDER AND SETTING HEARING ON

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MOTION FOR PRELIMINARY INJUNCTION

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2B

COMES NOW, The Court. having conducted a status check In the above-referenced
matter and, good cause appearing, hereby extends the Temporary Restraining Ortler Issued by

on

lA+ tort+,

the court on August 1, 2014,.for a period of 15 days from

the C"J;ORI date of expiration

as

follows:
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's
Ex-Parte Motion for Temporary Restraining Ortler is EXTENDED unbl further Ortler of the Court.
or no later than

&.,dim.IJW /11 J.fJilf.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Ksralis

is prohibited from providing content, as that term is defined in the Content Services Agreement
between the parties, to any other entity including, but not limited to, www.PhlnyGodfather.com or
any other competitor of PREGAME LLC. or otherwise engaging In conduct which competes 1Mth
the normal business of PREGAME LLC until further Ortler of the Court, or no later than

000005

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pPm l:tr II,. 2Dtcf

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


Is prohibited from ublizing the Twitter handle "@VegasRunner" and the Nom de Gambling
"Vegas Rumer" until further Order of the Court, or no later than

t/; 2/)lf.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalls


Is prohibited from disciDSing any confidential or non-public ln1ormallon related to Pregame LLC
until further Order of the Court, or no later than

Sipfltnb:c /f.t UJtf.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary


Restraining Order shall take effecl immediately upon the filing of this On:ler, and its terms shaU

be en1oreed under further On:ler of this Court.


IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the security posted by
Plaintiff PREGAME UC in the amount of ONE 1HOUSAND DOUARS ($1,000.00) In
aceon:lance with NRCP 65 (e) as security for such costs and damages as may be Incurred or
sutferecl by any party who is found to have been wrongfully enjoined or restrained in this action
shan remain posted with the court

IT IS FURTHER ORDERED that a hearing on Plaintiff's Motion for Preliminary Injunction

,}J!Jftmfv If,, Z!Jitf


DATED this Pf fft day of

wUI be held on

at

1/);{)0

am.

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Navada
o. 0080
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
FacslmUe:
(702) 839-1113
Altomeys for Plaintiff Pregame LLC

000006

EXHIBIT "3"

EXHIBIT "3"
000007

ATTORNEYS

AT

fl. LM<1'"1;D I.,_EA.U'UTY LAW PArnNERSH!P

]NCl.UO!NG

JEFFREY L. G.'\lUHER, Eso.

lQaHiher@dennettwmspear com

August 28, 2014


Sent Via Electronic and U.S. Mail
Donn Prokopius, Esq.
Prokopius & Beasley
g31 S. 3rd Street
Las Vegas, Nevada 8g1 01
Fax (702) 951-8022
generai@PandBLawyerscom
Re:

Pregame LLC v. John Karalis


Case No.: A-14-703627

Dear Mr Prokopius :
It is my pleasure to represent Pregame LLC in the above-referenced matter.
am in receipt of your Notice of Appearance on behalf of Mr. Karalis.
Attached please find copies of the following documents related to this case:
Pregame LLC's complaint for breach of contract;
Pregame LLC's motion for temporary restraining order and
preliminary injunction:
Temporary Restraining Order dated August 1, 2014 and
subsequent orders extending the same;
Affidavit of Service of Estela Sandoval;
Pregame LLC's Petition for an Order to Show Cause;
Order to Show Cause.
Despite being personally served with the court's Temporary Restraining Order on
August 16th, 2014 Mr. Karalis has continued to engage in conduct which is in direct
violation of that Order. The court has set a hearing for September 23, 2014 to allow Mr.
Karalis to show cause why he should not be held in contempt for his continued and
blatant violations of the TRO.

TEL: ?0.2.829. 1 l OD
3301

Burr.o.LD DRtv. SUITt \ 5'5

F'A.X: 70:<:.839.11 l 3

000008

Donn Prokopius. Esq.


August 28, 2014
Page 2 of2

Please review the attached documents. I am available to discuss this case at


your convenience. In the interim, please direct all correspondence and other contact to
my attention at this office.
Thank you for your anticipated courtesy and cooperation.
Very truly yours.
DENNETT WINSPEAR, LLP

Jeffr"eJL. Ga
JLG:!a

p ... x:: '7D2.S3.g 1 1 13


3301 "1. SUr:TA\...0 DRIVE, SUITE 1 9 5

LAS \/GAS, NV 99 l 29

000009

Elec:tronically Filed

08/04/2014 11:05:25 AM

..
<

2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgal!lher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 639-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

Plaintiff,

11

vs.

<

12

JOHN KARAUS,

,_

13

_,

<

>

11- "z

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0
11.1

Case No: A-14-703627-C


Dept. No: IV

Defendant.

14

TEMPORARY RESTRAINING ORDER


15
COMES NOW, The Court, having reviewed Plaintiff's Ex-Parte Motion for Temporary
16
Restraining Order and, good cause appearing, hereby issues its Temporary Restraining Order
17
18

as follows:
Accordingly, based upon the foregoing Findings of Fact and Conclusions of Law,

19
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's
20
21

Ex-Parte Motion for Temporary Restraining Order is GRANTED as PREGAME LLC has
demonstrated a reasonable probability of success on the merits of its claim for breach of contract

22
23

and lf Defendant Karalis conduct is allowed to continue, such conduct will cause irreparable
harm to PREGAME LLC for which mere compensatory damages is an inadequate remedy,

24
25

pursuant to NRS 33.010.


IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

26
27

is prohibited from providing content, as that term is defined in the Content Services Agreement
between the parties, to any other entity including, but not limited to, www.PhillyGodfather.com or

28

000010

1
2
3
4
5
6
7
8
9
10
11

12

,_

13

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Ill

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14
15
16
17
18

any other competitor of PREGAME LLC. or otherwise engaging in conduct which competes with
the normal business of PREGAME LLC until further Order of the Court. or no later than

O.u'LS.t 111, tott

.t

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from utilizing the Twitter handle "@VegasRunner" and the Nom de Gambling
'Vegas Runner'' until further Order of the Court. or no later than

l(p r UJt+ .

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from disclosing any confidential or non-public information related to Pnegame LLC
until further Order of the Court, or no later than

+\\a 2.b Itf.


1

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary


Restraining Order shalf take effect immediately upon the filing of this Order, and its terms shall

be enforced under further Order of this Court


IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC
shall post a bond or other suitable security in the amount of ONE THOUSAND DOLLARS

($1 ,000.00) in accordance with NRCP 65 (c) as security for such costs and damages as may be
incurred or suffered by any party who is found to have been wrongfully enjoined or restrained in
this action.
DATED this

19

1<$

!J;

20
21
22

Submitted by:

23
24
25
26
27
28

JEFFRE
Nevada B r
3301 N. B
Las Vegas,
Telephone:
Facsimile:

(702) 839-1113

Attorneys for Plaintiff Pregame LLC

2
000011

Electronically Filed

0811512014 01:40:16 PM

'
1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WIN SPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
AHomeys for Plaintiff Pregame LLC

CLERK OF THE COURT

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

<

11

vs.

12

JOHN KARALIS,

-'

<

>

1- w
1- z

Defendant.

14

ORDER EXTENDING TEMPORARY RESTRAINING ORDER

15

COMES NOW, The Court. having conducted a status check in the above-referenced

16

17

"<

18

Case No: A-14-703627-'C


Dept. No: IV

13

z "c
z ..
w

Plaintiff,

19
20
21
22
23
24
25
26
27
28

matter and, good cause appearing, hereby extends the Temporary Restraining Order issude by
the court on August 1, 2014 for a period of 15 days from the current date of expiration as
follows:
IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's
Ex-Parte Motion for Temporary Restraining Order is EXTENDED unlit further Order of the Court,
ornolaterthan

201tf.

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from providing content, as that term is defined in the Content Services Agreement
between the parties, to any other entity including, but not limited to, www.PhillyGodfalher.com or
any other competitor of PREGAME LLC, or otherwise engaging in conduc1 which competes with
the normal business of PREGAME LLC until further Order of the Court, or no later than

2JI-il1, 2b I'+.
000012

2
3
4
5
6
7
8
9
10
11

12

13

-'

<

11-

'

"z

14

18

"Vegas Runner" until further Order of the Court, or no later than

tlu

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


is prohibited from disclosing any confidential or non-public information related to Pregame LLC

ZA -t 2..1!>14-.

until further Order of the Court, or no later than

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that this Temporary


Restraining Order shaH take effect immediately upon the filing of this Order, and its terms shaH
be enforced under further Order of this Court.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the security posted by
Plaintiff PREGAME LLC in the amount of ONE THOUSAND DOLLARS ($1,000.00) in
accordance with NRCP 65 (c) as security lor such costs and damages as may be incurred or
suffered by any party who is found to have been wrongfully enjoined or restrained in this action
shaU remain posted with the court .
DATED this

z 0
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Ill

is prohibited from utilizing the Twitter handle "@Ve9asRunner" and the Nom de Gambling

15
16

Ill

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

14--*'

day of

at

17

19

Submitted by:.

20
21
22
23
24
25

JEFF Y L. GA'" IH R, ESQ.


Nevada
3301 N.
Ia Drive, Suite 195
Las Vegas. Nevada 89129
{702) 839-1100
Telephone:
Facsimile:
{702) 839-1113
Attorneys for Plaintiff Pregame LLC

26
27
28

2
000013

OFFICIAL RECEIPT

.vor. .

District Court Clerk of the Court 200 Lewis Ave, 3rd Floor Las Vegas, NV 89101
Receipt No.

2014-92166-CCCLK
Transaction Date

08/11/2014

I Oeser\pllon

Amount Paid

On Behalf Of Pregame LLC

A-14-703627 -C

Pregame LLC, Plaintiff(a) vs. John Karalis, Defendant()


Temporruy Restraining Order
Temporary Restraining Order
SUBTOTAL

PAYMENTTOTALLI______
1,000.00
1,000.00
0.00

Check (Ref #8934) Tendered


TolaiTendered
Change

08/1112014
02:45PM

cashier
Slalion AIKO

Audit
34415997

OFFICIAL RECEIPT

000014

Electronically Filed

08/19/2014 08:49:40 AM

ORIGINAL

'

1
2

3
4
5

JEFFREY L GALLIHER, ESO.


Nevada Bar No. 008076
jgalllher@dennettwlnspear.com
DENNETT WJNSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 69129
Telephone:
(702) 639-1100
FacsimDe:
(702) 639-1113

CLERK OF THE COURT

Attorneys for Plaintiff Pregame LLC

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

9
10

PREGAME Ll.C, a Nevada Limited Uability


Company

Plaintiff,

11
J

<

12

"

13

14

>

"<

Case No: A-14-703627-c


Depl No: IV

YS.

JOHN KARALIS, an Individual, DOES 1 tlvo1.19h


20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 11hrough 20, inclusive,

15
Defendant

16

SUMMONS- CIVIL

17
18
19

20
21

NOTICEI YOU HAVE BEEN SUED. THE COURT MAY DECIDE AGAINST YOU WITHOUT
YOUR BEING HEARD UNLESS YOU RESPOND WITHIN 20- DAYS.
READ THE
INFORMATION BELOW:
TO THE DEFENDANT: JOHN KARAUS

A Civil Complaint has been filed by Third-party Plaintiffs against you for the relief set forth

22

In the Complaint:

23

1.

If you intend to defend this lawsuit, within 20 days after this Summons is

24

served on you, exclusive of the day of service, you must do the foRowing:

25

(a)

FPe with the Clerk of this Court, whose address is shown below, a

26

focmal written response to the Complaint in accordance with the

27

rules of the Court, with appropriate filing fee.

28

000015

'

(b)

address is shown below.

2.

against you for the relief demanded In the

3.

4.

10

14

"z

16

>
>

or other responsive pleading to the Complaint .

13

15

have 45 days after service of this Summons within which to file an Answer

12

>

The Stale of Nevada, its pofitical subdivisions, agencies, officers,


employees, board members, commission members and legislators each

11

If you Intend to seek the advice of an attorney in this matter, you should do
so promptly so that your response may be filed on time.

>

which could resu" In

the taking of money or property or other relief requested In the Complaint

Unless you respond, your default wit! be entered upon application of the
Plaintiffs and failure to so respond wiU result In a judgment of default

Serve a copy of your response upon the attorney whose name and

17
18
19

20
21

Z2

SUbmitted by.
DENNETT WINSPEAR, LlP

23
24

25
2B
27

By
NevadaBa
3301 N. 8
lo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702} 8391113
AUomey.s fur Plaintiff Pregame LLC

28

000016

AFFIDAVIT OF SERVICE

STATE OF NEVADA
COUNTY OF CLARK

)
) ss
)

Estela Sandoval, being first duly sworn, deposes and says: That Affiant is a
citizen of the United States, over eighteen years of age, employed by Elite Investigations,
Nevada Private Investigator's License Number 873, and not a party to, nor interested in
the proceedings in which this affidavit is made, That Affiant received one (I) copy of the
attached Temporary Restraining Order, Summons and Complaint entitled Pregame LLC

v. John Kara/is, on the 16th of August, 2014. On August 16, 2014, the Affiant personally
served the above referenced documents upon John Karalis at his place of residence
located at 8055 Sapphire Cove Avenue, Las Vegas, Nevada 89117.

Estela Sandoval

'<

State of Nevada
County of Clark
Subscribed and s"!om to before

On

j'knJvpj :'---

000017

Electronically Filed

08/27/2014 11:11:48 AM

1
2
3
4

6
7

PREGAME LLC,

11

CASE NO.: A-14-703627-C


DEPT. NO.: IV

Plaintiff,

12

vs.

13

JOHN KARALIS,

14

CLERK OF THE COURT

DISTRICT COURT
CLARK COUNTY, NEVADA

9
I0

... .....

NOT
PROKOPIUS & BEASLEY
DOl\.'N W. PROKOPIUS, ESQ.
Nevada Bar No: 6460
JEREMY R. BEASLEY, ESQ.
Nevada BarNo.: 12176
931 South Third Street
Las Vegas, Nevada 89101
(702) 474-0500 I Fax (702) 951-8022
general@pandblawyers.com
Attorney for Defendant, JOHN KARALIS

Defendant.

15
16
17

NOTICE OF APPEARANCE
NOTICE IS HEREBY GIVEN, that DONN W. PROKOPIUS, ESQ., of the law firm of

18
19

20
21

PROKOPIUS & BEASLEY, enters his appearance on behalf of the Defendant, JOHN
KARALIS, in the above-entitled action.
DATED this:lY"'day of August, 2014.

22
23

BY:
W. PROKOP
ESQ.
MY R. BEASLEY, ESQ.
931 South Third Street
Las Vegas, Nevada 89101
(702) 474-0500 I Fax (702) 951-8022
general@pandblawyers.com
Attorney for Defendant

24

25
26
27
28

+
00 01B

CERTIFICATE OF MAILING
2

I hereby certify that I am an employee of PROKOPIUS & BEASLEY, and on the;:!

day of August, 2014, I duly deposited for mailing, first class mail, postage prepaid thereon, in th

United States Mail at Las Vegas, Nevada, a true and correct copy of the above and foregoin

NOTICE OF APPEARANCE in the above-entitled matter, addressed to the following at thei

last known address

9
10

II

Jeffrey L. Galliher, Esq.


DENNETT WIN SPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, NV 89129
Auorney for Plaintiff.

PREGAMELLC

12
13
14
15
16

17
18
19

20

21
22

23
24

25

26
27
28

00

19

A- 14-703627- C

DISTRJCT COURT CIVIL COVER SHEET XX 1 1 1


_ _ _ _ _ _ _ ____JCaunry. Ne\-ada

I. Party Jnformatioo

00111

QfU/

mtzllirq: .Urenn

vdtJftrtnJJ

Plaintims) (=neiaddr=lpbone):

Dcfcndam(s) (oomei>ddrcssl)>honc):

JOHN KARALIS, an Individual

PREGAME, LLC, A Nevada Corporation

DOE COMPANIES 1 lhrough 20; and


ROE CORPORATIONS 1 through 20, inclusWe
. Dorney (""""'adW=iphonc):

JEFFREY L. GALLIHER. ESQ. Bar No. 008076


DEIIINETT WINSPEAR. LLP
3301 N. BUFFALO DRIVE, #195
LAS VEGAS, NV 89129 (702) 83911 00

Jl. Nature of Controversv

JiJ.i#t !ret' 6dtmtJ

Chi! Case Filing Types


Toru

Rcall7opert)'
Lapdlordlfenanl

Deorinet

N'llUgen ..

'

OAUU>

0PmGuCl U.hili<y
' Omocnlional
OEmploymml Ton
I
Owunmcc Ton

OOiha' LandlonifJ'cnanl

QPrt::miscs Liability

Tille to Property

0Dih<:"

0Judicial Fom:::loswe

Malpractice:

OtherToru

0Mcdicai!Dcaial

0Dih<:" Tille IDI'rop<ny


Other R.cal Property
0Condemnation/E.minent DDJDain
0Dih<:" Real l'rop<ny

Olcpl
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0Aecounling
OoU>er Molpncti

Judicial Review/Appeal

Defect & Contract

Probate

Probate tHkt:l Cllst' &pc ad dUrt" ndaeJ

Oswnmary Adminislration

Coustnartioa Defed

Judicial Re\1CW

0Forecksun: Mcdi;,tioo Case


0Petidon Seal Records

OchaJ>t"' 4ll

OOI.her ConstraclioD Defeo

0Gcnc>J Adluiois=ioo
Ospcciol AdminisuluioD
0Set Aside
OrnWICon=v.uo..hip

0McmaJ Comp""""y

Contnd Case

Ouoo"'"' comm=iai Code

Nevada Sutt: Age:ucf Appeal

0BIIildins aad Coosuu<tioo

DOcpanmcn of MOlD< Ve!Uck


Oworka"s Compensation
DO<hcl' N"'-..b SW. Agency

c.mer

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0CClllll11Ct1'iallnouumcnl

Estalt Valu.e

Do= s200.ooo

OCoUcctlon of Accomtts

QUndet' SIOO.OOO or Unknown

DEmploymcnt c""""'
Contract

OBC!wceo S 100,000 and $200,000

Appeal Otb<l'

DAppeol frnm Lowe- Coun


QOtbO' Judicio!

Ouodcr S1.SOO
Other Civil Filing.

OvUWril

Olhc:r Chil Flllug

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Owril orProh.ibilioo

QWri! of Habeas Corpus

DOthcr Civil Writ

Own
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Signature of

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000020

Electronically Filed

07/10/2014 07:26:22AM

'

....

1
2
3
4

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear. com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 83911 00
Facsimije:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

9
10

PREGAME LLC, a Nevada Limited Liability


Company
Plaintiff,

11
<

"
><

12
13
14

11- z

>-

15

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16

17

ld

>>-

<

Case No:
Dept. No:

A-14- 703627- C

XXIII

vs.
JOHN KARAUS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

COMPLAINT

Defendant.
COMES NOW Plaintiff, PREGAME LLC, a Nevada Limited Liability Company, by

18

and through its attorneys of record of the law firm of DENNETT WINSPEAR, LLP, and

19

hereby complains and alleges against Defendant, JOHN KARALIS an individual, as

20

follows:

21

l.

22

PARTIES AND JURISDICTION

23
24
25

1.

That at all times mentioned herein, Plaintiff, PREGAME LLC, (hereinafter

"Pregame LLC" or "Plaintiff") was a Limited Liability Company duly organized and

26

operating pursuant to the laws of The State of Nevada with its principal place of

27

business in Clark County, Nevada.

28

000021

1
2

2.

That at all times mentioned herein, Defendant, JOHN KARALIS

(hereinafter "Karalis" or "Defendant") was and is a resident of Clark County, Nevada

3.

That the true names and capacities, whether individual, corporate,

associate, or otherwise, of Defendants as herein alleged as DOES 1 through 20, and

ROE COMPANIES 1 through 20, are unknown to Plaintiff who therefore sues said

7
8

Defendants by such fictitious names. Plaintiff is informed and believes and thereon
alleges that each of the Defendants designated herein as DOE is responsible in some

10
3

<
>-

<

>

manner for the events and happenings referred to and caused damages proximately to

11

Plaintiff as herein alleged, and Plaintiff will ask leave of the Court to amend the

12

Complaint to insert the true names and capacities of DOES 1 through 20, ROE

13

COMPANIES 1 through 20, and ROE CORPORATIONS 1 through 20, when the same

14

have been ascertained, and join such Defendants in this action.

....
.... "z

15

17

action relates to and arises out of conduct which occurred, in whole or in part, in the

18

County of Clark, State of Nevada.

z c

>>-

<

16

4.

19

This Court has jurisdiction in this matter and venue is proper because this

II.

20

GENERAL ALLEGATIONS

21
22

5.

Plaintiff operates a website residing on the worid wide web at

23

"www.pregame.com" (hereinafter "pregame.com or "the website"). Through the website

24

Plaintiff provides sports related content of interest to sports fans and sports bettors.

25

Some of that content is provided free of charge to viewers of the website and other

26

content, designated "premium" content, can only be accessed after paying a fee.

27

Premium content subscription fees are a main source of revenue for Plaintiff's business.

28
2
000022

Plaintiff obtains the content from contracted content providers including Defendant John

Karalis.

6.

On or about June 18, 2012 Pregame LLC entered into a Content Services

4
5
6

The Agreement and the Addendum are attached to hereto as Exhibits "A" and "8",

respectively.

10
11

12

..

13

<

>

11- "'z

z
z
w
0

LLC entered into a Social Network Addendum ("the Addendum") with Defendant Karalis.

Agreement ("the Agreement") with Defendant Karalis, and in or around 2009 Pregame

14
15

7.

By its express tenns the Agreement was to continue for a period of 5

years, tenninating in June 2017. (Exhibit "A", Paragraph 9) The Agreement followed a
previous similar contract between the parties which was replaced by the Agreement.
The parties have operated under the cunrent and previous contracts for a period of
several years without incident.
8.

Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive

16

license to "publish, display, refonnat and distribute" all sports related content generated

17

by Defendant Karalis, (Exhibit "A', Paragraph 2) as well as the right to bundle such

18

...

19

content with that of other providers. (Exhibit 'A", Paragraph 3).


9.

The Agreement provides that Karalis may not publicly disclose infonnation

20
21
22

related to his relationship with Pregame LLC (Exhibit "A", Paragraph 13), that Karalis will
not undertake any conflicting obligations (Exhibit "A", Paragraph 16), and that Karalis will

23

not attempt to induce employees or customers of Plaintiff to leave Pregame LLC or

24

pregame.com (Exhibit "A", Paragraph 18). The Agreement further restricts Kalaris' use

25

of the Nom De Gambling "Vegas Runner"

26
27

10.

Pursuant to the Addendum Plaintiff was entitled

to be the registered

account holder of any Social Site accounts, including Twitter handles, utilized by

28

3
000023

Defendant Karalis in connection with the production of content. Karalis was further

obligated to provide the current usemame and password for all such accounts to Plaintiff

and was prohibited from changing said passwords without Plaintiff's prior written

5
6

The Addendum included a liquidated damages clause specifying damages for each and

every violation of the provisions outlined above. (Exhibit "B", Paragraph 4).

10
11

>

11- z"

Pregame.com without prior written consent of the Plaintiff. (Exhibit "B", Paragraph 3).

.
.

consent. Karalis was also forbidden from referencing any third party competitor to

11.

Nevertheless, on or about June 18, 2014 Defendant Karalis attempted to

resign" from his contractual relationship with Pregame LLC. Upon information and
belief Karalis was induced to do so by an offer from a direct competitor to Pregame LLC.

12
13
14
15

Subsequently Karalis has engaged in conduct in direct violation of his obligations and
Pregame LLC's rights under the Agreement. Such violations have been ongoing and
continuous and have caused substantial damage to Pregame LLC.

w
z
z .

16

Ill.

17

FIRST ClAIM FOR RELIEF

16

19

(Breach of Contract)

12.

Plaintiff hereby incorporates Paragraphs 1 through 11 of the Complaint as

20
21
22

23

though said paragraphs were fully set forth and incorporates the same herein by
reference.
13.

A valid and existing contract for was entered into between Plaintiff and

24

Defendants on or about June 18, 2012 in the form of the Agreement and in or around

25

2009 in the form of the Addendum (hereafter, collectively, "the Contracts").

26
27
26

14.

That Pregame LLC fully performed each and every one of its obligations

under the Contracts.

4
000024

1
2
3

15.

Defendant materially breached the Agreement by, among other things,

failing to provide content to Pregame LLC since on or about June 18, 2014 and instead
providing such content to a competitor of Pregame LLC.

4
16.

Defendant materially breached the Addendum by, among other things,

5
6
7

continuing to use the Nom de Gambling of "Vegas Runner" and referencing competitors

of Pregame LLC through such mediums without prior written consent of the Plaintiff.

9
10
11

12

..

13

...
...

seizing control of the user account for the Twitter handle "@VegasRunner, and

14

19.

amount in excess of $10,000.00.


20.

"
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That it has been necessary for Plaintiff to retain the services of an attorney

to prosecute this action, and Defendants should be required to pay reasonable


attorneys' fees and costs of prosecuting same .

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That as a result of Defendants actions, Plaintiff has suffered damages in an

15

IV.

16

SECOND CLAIM FOR REUEF

17

(Breach of the Implied Covenant of Good Faith and Fair" Dealing}

18
19

21.

Plaintiff hereby incorporates Paragraphs 1 through 20 of the Complaint as

20

though said paragraphs were fully set forth and incorporates the same herein by

21

reference.

22

22.

Plaintiff and Defendants are parties to the Contracts.

23.

Defendants owed a duty of good faith to the Plaintiff.

24.

Defendants breached the duty of good faith by attempting to unilaterally

23
24

25
26

27
28

tenninate, and otherwise failing to abide by the binding tenns of, the Contracts despite
Plaintiffs full perfonnance of its obligations thereunder.
25.

That as a result of Defendants actions, Plaintiff has suffered damages in an

5
000025

amount in excess of $10,000.00.


2
3

26.

That it has been necessary for Plaintiff to retain the services of attorneys to

prosecute this action, and Defendants should be required to pay reasonable attorneys'

4
fees and costs of prosecuting same.
5

v.

THIRD CLAIM FOR RELIEF

(Attorneys Fees and Costs)

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9
10
11

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27.

Plaintiff hereby incorporates Paragraphs 1 through 26 of the Complaint as

though said paragraphs were fully set forth and incorporates the same herein by
reference.

12
28.

Pursuant to Paragraph 26 of the Agreement the prevailing party in an

13
14
15

action to enforce or interpret any temn of the Agreement is entitled to an award of all
reasonable legal costs and fees associated with such an action.
29.

16
17

18

As a result of Defendanfs conduct in breach of the Agreement Plaintiff was

compelled to file the instant case which is the type of "action" contemplated by
Paragraph 26 of the Agreement.

19

30.

Should Plaintiff prevail in this matter Plaintiff is entitled to an award of

20
21

reasonable attorneys fees and costs as specified in the Agreement.


WHEREFORE, Plaintiff prays for judgment against Defendants as follows:

22
23

1.

For general damages in an amount in excess of $10,000.00;

24

2.

For the costs of suit incurred herein;

25
26

Ill
f/1

27
f/1

28

6
000026

3.

For reasonable attomey's fees incurred herein;

4.

For interest on said damages at the statutory rate;

5.

For such other and further relief as the Court deems just and proper.

3
4

DATED this

ClJ

day of July, 2014.

5
6
7

DENNEIT \IVINSPEAR, LLP

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JEFFR
Nevada
3301 N.
alo nve, Suite 195
Las Vegas, Nevada 89129
(702) 839-1100
Telephone:
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

13
14
15
16
17
18
19
20
21

22
23
24
25
26
27
28

7
000027

EXHIBIT "A"

EXHIBIT "A"
000028

CONTENT SERVICES AGREEMENT


This Content Sen-ia:s Agreement (lhis
is effective as of June 18, 2012 (the
"Effective Date") and is made by and between Pregame, LLC a Nevada limiled liability
company ("Prc<ame'") and the undcrsigoc:d service provider

Recitals
A Whereas, Content Provider provides certain content regarding upcoming and past
sponing events and sports related information (collectively, the "Comem").

B. Whereas, Content Provider desires to


such Content to Pregame on the
le!ms and conditions set forth in !his AgrecmenL
C. V.'hercas. Pregame desires to receive such Content on the terms and conditions set
fonh in this Agreement.
INCONSIDERATION OF the matters described ahave and of the mutual benefits and
obligations set forth in this Agreement, the parties to !his Agreement agree as follows:
I. Content Description. Content Provider hereby agrees to provide Pregame the
Content (iocluding information on sports betting, injuries, news, and game
predictions). The term
applies to aU the major spans of interest in
the United Stat.e5 (e.g., Americar Football hath College and Professional,
Major League Baseball, Basketball hath CClllege and Professional, European
Football), in addition to sports of secondary int.erest such as horse racing,
boxing. Mixed Martial Arts, gal( tennis, and others. The Content may consist
of text. audio. visual or any combination of the foregoing and may be
pro>ided to Pregame in any mutually agreed format whether tangible or
intangible.
2. Content License. Content Provide! hereby grants Pregame a license to
publish, display, reformat and distribute the Content via any means. Unless
staled otherwise on Exhibit A. (i) this license will be exclusive and
(ii) Pregame may subUcense its rights hereunder as a syndical or of the
Content The parties acknowledge and agree that some mutually agreed upon
portion of the Content (though no less than 10"/o of overall Content) will be
provided to end users at no charge.
3. Bundling License. Pregame may buudlt
lhe content of other content providers.

Cont.ent Provider's Conlem with

4. Promotional Distributions. PreGame may pro>ide portions of the Content to


end users at a significant discount as a promotion tool to boost general
premium Coment sales. Any monies generated by such promotional offerings
are retained I 00".4 by Pregame to cover the administrative costs of such
promotions. No more than 20% of Cont.eot Provider's total Content can be
Content Services Agreement

-:::Ff....

---------------------------

included in such discounted offerings over the cow;e of any calendar month
without the express consent of the Content Provider.

5. PreGame Promotional Effort. Pregame shall use all reasonable efforts to


promote th<: Cuntcut on Pn.-gwne s o!Tt:rings such that th.: Content is among
the top ranking pen:entage indicaJed on Exhibit A in terms of overall
promotional effort of those who sell content through Pregame.

6. Content Provider Promotional ElTon. Content Provider shall use its best
efforts lo (i) promote the sale of the Content through Pregame's website; and
(ii) promote other content provider.; publishing content on Pregame's
website.
7. Quantity of ContenL Content Provider shall produce content commensurate
with at least JO hOIII"S of effort per month (as measured by a reasonably
average con lent provider) and the Content produced must be at least of the
quality of content produced by similarly siiWiled content pro\'idcrs.

8. Additional Se!Yices. Content Pro\1der further agrees to provide such other


services as Pregame Wld Content Provider may agree upon from time to time
under the terms of this Agreement

9. Term and Termination. Unless otherwise staled on staled on Exhibit A.. the
term of this Agreement shall commence on the Effective Date Wld continue
for a period of live (5) years (the
Tenn'"). Thereafter, this Agreement
shall automatically renew on an annual basis for consecutive one (I) year
terms (each a
Tenn"). Either party may terminate this Agreement
either prior to the conclusion of the Lnitial Tenn or during any Renewal Term
upon at least thirty (30) days notice with such termination effecti\'e on the
next renewal date. Either may terminate this Agreement for breach of a
material term of this Agreement upon at least thirty (JO) days prior wrinen
notice of termination provided the breach is not cured Mthin such notice
period. During Wly period that Content Provider is (i) in breach of this
Agreement; (ii) is acting in an unprofessional manner or (iii) acting in any
manner which. in Pregame's solo discretion, reflects advcr.;ely on Pregame,
then Pregame may. in its sole discretion. restrict or suspend display and/or
promotion of the Content.

10. Obligations During Notice Period. ln the event that Content Provider desires
to terminate this AgreemenL during the thirty (30) day notice period required
in Section 9, hoth panies must maintain dealing romJ'III"'ble to their dealings
prior to lernlinating this AgreemenL including Content Prm1dcr continuing to
pro>ide Content of comparable quantity and quality. After the expiration or
tcnnination of this Agreement for any reasort C<1ntent Provider shall not
indicate to any third party that Content Provider bas ever pro\-ided content to
Pregame. com.

Coment Servjces Agreemen1

000030

II. Compensation. Unless a specific oompensalion is set forth on Exhibit A. the


parties shall mutually agree on the oompensation for the particular item of
Content on an individual case basis. Unless otherwise stated in Exhibit A.
Pregame shall have the right to determine, in its sole discretion. the price a1
which the Content is made available in any and all mediums.
12. Timiru! of Payment. Compensation will be payable on a monthly basis, while
this Agreement is in force. Though Pregame bas a policy of making payments
as soon as possible. payment to Content Provider \\ill be mailed by Pregame
,.;thin sixty (60) after the last day of the calendar month to which the payment
applies.
13. Confidentiallnformation. 'Confidentiallnformalion" means any non-public
information pertaining to Pregame's business or technology. Confidential
information includes information disclosed by Pregame to Content Provider.
and information learned by Content Provider during the course of or as a
n:sult uf thi' Agsa:menL Confich:otiallnfunnatiuo incluJes items such w; the
terms and existence of this Agreement. informalion and documents
concerning Pregame processes; suppliers; customer lists; email lists;
advertising and marketing plwtS; business strategies: profit margins: sc:asonal
plwtS, goals, objectives and projections; oompilations. analyses, and
projections regarding company's divisions, stores, product segments, product
lines. suppliers. sales and expenses; files; trade secrets and pa!ent applications
(prior to their being public); salary, staffing and employment infonnation
{including information about performance of other executives); and wknowtechniques and any technical information not of a published natUre
relating, for
to have company conducts its busim:ss.
14. Obligation of Confidence. Content Provider shall not divulge. disclose or
make accessible to any other person. firm. panncr.;hip, corporation or any
other entity any confidential information except when required to do so by a
cowt of law. by any governmental agency having superdsory authority over
the business of Pregame or by liD)' governmental body with jurisdiction 10
onder Content Provider to divulge. disclose or make accessible such
information (each a "Comoelled Disclosure"). Content Provider shall give
Pregame prior wrinen notice of any Compelled Disclosure and assist Pregame
with the prevention of such disclosure or seeking confidential treatment of the
Confidential Information to be disclosed.
15. Return ofProoertv. At the request of Pregame and/or on termination of this
AgreemenL Content Provider "ill return to Pregame all documents, records.
notebooks, media and anything else containing Pregame's coofidential
information, including all copies thereof, as well as any other Pregame
property in Content Pro,'ider's possession, control or custOdy. Content
Provider will also delete from its computer or olher electronic storage medium
any Pregame proprietar) or confidential infonnation. Not lmer than twenty

Coment

000031

(20) days after this Agreement is tenninated Content Provider will certify in
writing to Pregame that Content Provider has complied with these obligations.
16. No Conflicting Obligations. During the term of this Agreement and for a
period of two (2) years after tennination or expiration, except as may be
expressly permitted on Exhibit A.. Content Provider will not. directly or
indirectly, (i) be invohed with a business which is in competition with
Pregame. or (ii) divert or anempt to divert any business that Pregame has
enjoyed. After the termination of this Agreement. Content Provider is
prohibited from contacting, anempting to contact. solicit any customer, buyer
or person or providing any
to whom Content Provider had contact
with while fulfilling its obligations under this Agreement.
17. Third Partv Placement. Unless otherwise stated on stated on Exhibit A, if
Pregame places Content with web sites or other distribution mechanisms
operated by one or more third panies (each a
Party Site"). Content
Provider agrees to waive Content Provider's relationship indefinhely with
such Third Party Site, so that Content Provider agrees to never contact, solicit.
accept employment, offer services under any assumed name with that Third
Party Site both during and after the expiration of this Agreement.
18. Non-Solicitation. Any allempt on the part of Content Provider to induce an
employee or customer 10 leave Pregame, or any effort by Contem Provider 10
interfere with any relationship with Pregame employees or other content
providers would be harmful and dantllj;ing to the Pregame. Therefore,
Content Provider agn:c:s that during the: t<!llu of this
and after
termination of this Agreement, Content Provider will not in any way directly
or indirectly:

a. induce or allcmptto induce any employee or other content provider of


Pregame to quit employment or retainer.
b. othernise interfere with or disrupt the Pregame relationship with its
employees or other content providers:
c. discuss employment opportunities or provide information about
competitive employment to any of the Pregame employees or other
content providers: or
d. solicit. entice. or hire away any employee or other content pro,ider of
Pregame.
19. Nom De Gambling. The term "Nom De Gambling" refers to the identity
assigned to Content Provider for use in association with the ContenL The
Nom De Gambling utilized by Pregame in connection \\ith the Content will
not be restricted in any manner. and Content Provider has no rights to use the
Nom De Gambling during (except in connection with providing Content to
Pregame) or after the conclusion of this Agreement. In the event the Nom De
Content Servit:cs Agreement

,------'

Gambling has been previously utilized by Content Provider. then Content


Provider hereby assigns to Pregame any and all right, title and interest Content
Provider may have in or lo such Nom Oe Gamhling. The Nom De Gambling
for the Content is a trademark of Pregame. Content Provider shall not utilize
or anempt to register any name which is deceptively similar to the Nom De
Gambling provided by Pregame under the tenns of this Agreement This
Section 19 is subject to modification as provided in Exhibit A.
20. Trademarks. Content Provider shall not utilize The name Pregame or any of
Pregame's trademarks without the prior wrinen consent of Pregame.
21. Rights in Content Content Provider agrees That any item of intellecTUal or
artistic propeny (including Content) generated or provided by Content
Proider in connection with the perfonnance of this Agreement is a
for
hire" under aU applicable laws aod the sole property of Pregwne.
22. Assignment. Content Provider will not voluntarily or by opetation of law
assign or othetwise tranSfer its obligations under this Agreement without The
prior written consent of Pregame. Any attempted assignment in violation of
this provision shall be null and void. This Agreement will enure to the benefit
of and be binding on the parties and their respective penni ned successors and
pennined assigns.
23. Nat= of Relationship. It is expressly agreed That Content Provider is acting
as an independent contractor and not as an employee or agent in pro'iding the
Content Content Pro,ider and Pregame acknowledge that this Agreement
ctoe. not create a pannership or joint venture hetween them (unless expressly
stated in any other prior agreement) and is exclusively a contract for senice.
24. Modification. Any amendment or modification of this Agreement or
additional obligation assumed by either party in connection with this
Agreement "ill only be binding if evidenced in writing signed by each party
or an authorized representative of each party.
25. Notices. All notices, ""!UCSts, 1.kUilimls or
cuuunwucations n:quin:d or
permitted by the terms of this Agreement will be given in writing and
delivered to the parties of this Agreement at the addresses set forth in the
signature blocks below or such other addresses a' either party may pro,ide for
itself from time to time.
26. Anornevs Fees. In the e\ent that legal action is brought to enforce or interpret
any term of this Agreement, the prevailing pany will be entitled to recover, in
addition to any other damages or award, all reasonable legal costs and fees
associated with the action.
27. Entire Agreement This Agreement represents the entire understanding and
agreement between Content Pro\ider and Pregame as to the subject maner
hereof. This Agreement supersedes any other agreements and understandings

--- ......

________

-,

b.:rwec:n Coott:nt Providt:r Wid Pregame with respect to any Content or other
services. There are no other promises, representations. understandings or
inducements other than !hose specifically set forth in this Agreement.
28. lndemnitv. Content Provider ,.;]I indemnify. defend and hold harmless
Pregame from and against any claims or actions by any other party, arising
from or related 10 the provision of the Content by Content Provider or
Pregame's use thereof and pay all liabilities. costs (including anomeys fees)
and expenses incurred by Pregame in connection therewith.
29. Headin!!S. Headings are inserted for the convenience of the parties only and
an: not to be considered wben intClpreting this Agreemenl
30. lntemrel.a!:ion. Words in the singular mean and include the plwal and vice
versa Words in the masculine mean and include the feminine and vice versa.
The phrnse
shall mean
without limitation.31. Survival. The provisions of Sections 13, 14, 15, 18, 19, 20, 2 I. 28 and
31 shall survive the cxpirnrion or termination of this Agreement for any
reason.
32. Governing Law. This Agreement and the performance under this Agreement,
and all suits and special proceedings under this Agreement, be construed in
accordance with and governed by the laws of the State of Nevada, without
reference to its choice of law
All actions and proceedings
pertaining 10 this Agreement will be filed and litigated exclusively in any state
court or federal court located in Clarlr. County, Nevada Pregame and Content
Provider expressly consent to the juri.diction of these courts, agree tltat venue
is proper in these couns and company and you consem to senice of process
made ot your ,..,, known address in companies records.
33. Severobilitv. In the event that any of the provisions of this Agreement are
held to be invalid or unenforceable in whole or in parl all other provisions
will nevertheless continue to be valid and enforceable \\ith the invalid or
unenforceable pans severed from the remainder of this Agreemenl
34. Waiver. The waiver by either party of a breach. default, delay or omission of
any of the provisions of this Agreement by the other party will not be
consttued as a waiver of any subsequent broach of the same or other

35. Blogcing Content. In the event Content Pro1ider pro1ides any content to blog
sites, bulletin bollrds or other communicati<>n forums hosted by Pregame,
Content Provider agrees to be bound by and strictly comply with the Terms of
Use located at wv.-w.pregame.comltcnns-of-service

Conu:m Services Asreemt:nt

IN WITNESS WHEREOF, lhe panies have duly executed !his Agreement as of the
dates set forth below intending thai this Agreement be effective as of the Effective Date.

State of

NJ w(( C!

County of

(I \(.(\' IL.
0

{
day of 'J-\.IiJ,
me a notary public. the
undersigned officer, personally appeared I I (/
I'U ( L\ known 10 me
(or satisfactorily proven) 10 be the person whose nami:lSSubscribedto the "ithin
instrument. and acknowledged thai he execU!ed the same for the purposes therein
contained.
On this, the

nn Ui

l::1bibit A

Distribution and Compensation


Content Promotion Ranking Target. The Content shall receive promotional effons
ftom Pn:gwne consistent with those provided 10 the lop I 00 percent of those selling
cootent Ill Pregame.com
Compensation.
Year'' means the calendar year in which lhe Effective Dale occur>.
"Cost of Growth" means ten percent of the Growth Rate.
-Gross Revenues" meaas sums acrually received from the resale of all fee
based content to end users (whether through Pregame or a Third Party Site).
"Gro"'1h Rmc" means the result of dividing the Net Revenues for the prior
calendar year by the Net Revenues for the Baseline Year. For avoidance of
doubt, the Growth Rate can not be less than zero.

"Necessarv Exoenses" means costs reasonably necessary in order to sell and


distribute content. including credit card processing fees, refunds, credits,
charges by affiliate partllers, the Content's proportionate share of credit card
"charge-backs" as a pen:cnt oftotal content sales, the Content's proportionate
share of costs incurred in connection with Pregame's loyalty program and any
other costs reasonably necessary 10 the ability to sell and distribute the
Content.
"Net Revenues" means Gross Revenues minus Necessary Expenses during a
calendar year.

"Commission Rltte" means 33%.


Net Revenues from bundled content sball be divided pro-rata among the

contribUtor.;.
CompellSiltion Calcuhu.ion
I. (Net Revenues from Content) X (the Commission Rate)= Gross Commissions
2. (Gross Commissions) X (I.{:ost ofGro\Oth) =Net Commissions
Nut.c:: nte adjuslmc:nt made in Step 2 .sha.U not n:ducc Gruss
than 39'11.

by greater

If Content packages are sold iu which


promised delivery uf the Content
extends beyond the calendar month of purchase, the accounting of net revenue
corresponds with the actual deuvcry of the Content (i.e. the percentage of the
Exhibit A
Content Services Ag:rc:ement

000036

content acrually delivered in a given calendar month will dictale the percentage of
package's net revenue alloned to that mo?th).
example,
Content package
is purchased on April!, and the Content ts pro1msed to be delivered through
May 31, then the percentage of revenue alloned to April will be 50%, with 50"/o
alloned to May.

Certain QualificatiOs 10 Rights and Obligations:

Section 16: Notwithstanding the provisions of the first sentence of Section 16, Content
Provider may pro\ide the Content to competitors of Pregame after the term of this
Agreement
Section 19: Pregame sball not make any further use of tbe Nom De Gambling upon
termination of this Agreement and, effective upon such termination, assigns 10 Content
Provider all right, title and interest in and 10 the Nom De Gambling.

000037

EXHIBIT "B"

EXHIBIT "8"
000038

SOCIAL NETWORK ADDENDUM


This Social Network Addendum (this "Addendum") is effective as of March
1, 2009 (the "Effective Date") and is made by and between Pregame, LLC a
Nevada limited liability company ("Pregame") and the undersigned service
provider ("Content Provider").
Recnats

A.
Whereas, Pregame and Content Provider have previously entered
into a Content Services Agreement with an effective date of 1 0 / B
(the "Agreement") pursuant to which Content Provider provides to Pregame
certain content regarding upcoming and past sporting events and sports related
information (collectively, the "Content").

l;Ja!J

B.
Whereas, Content Provider desires to establish and maintain an
account on one or more social networking sites such as Twnter, Facebook and
MySpace (collectively, the "Social Sites") on which Content Provider will Promote
the Content.
C.
Whereas, the parties desire to establish certain understandings as
to Content Provider's use of Social Sites as set forth in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual
benefits and obligations set forth in this Addendum, the parties agree as follows:
1.
Defined Terms and Recitals. Capitalized terms not defined herein
shall have the meaning given to them in the Agreement. The above-referenced
Recitals are hereby incorporated in this Amendment by this reference. Except as
modified by this Amendment, the Agreement is hereby ratified and remains in full
force and effect.
2.
Pregame Network. Pregame operates a website at
www_pregame.com (the "Website") to which Content Provider provides the
Content. As one of its features, the Website provides marketing and networking
functionality (the "Pregame Network").
3.
Promotion on the Pregame Network. Content Provider may
promote its presence on Social Sites through the Pregame Network if and only if
all of the following are true: (i) Pregame is the registered account holder of the
applicable Social sne account (each an "Account"); (ii) Content Provider has
delivered the current user name and password for the Account to Pregame and
does not change these items without Pregame's prior written consent;
0ii) Content provider shall not reference any third party (eg a competitor
Pregame.com) through the Account without prior written permission of Pregame;
and (iv) Pregame may modify the look and feel (but not the content) of the Social
Pages associated with the Account, including placement a "Sponsored by

Social
Co:-..1 t.:.!"l

Addendum
:\GA.EEME!'I. r

Pregame or other logo. Content Provider covenants and agrees to maintain the
accuracy of each statement in this Section for the duration of the Agreement.

4.
Uguidated Damages. IN THE EVENT CONTENT PROVIDER
UTILIZES THE ACCOUNT IN VIOLATION OF SECTION THEN CONTENT
PROVIDER AGREES THAT PREGAME WILL BE DAMAGED IN AN AMOUNT
WHICH IS NOT READILY ASCERTAINABLE, DUE TO THE SPECIAL NATURE
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN.
FURTHER, CONTENT PROVIDER WISHES TO HAVE A LIMITATION PLACED
UPON ITS POTENTIAL LIABILITY TO PREGAME IN THE EVENT OF SUCH A
BREACH. THEREFORE, CONTENT PROVIDER AND PREGAME HEREBY
AGREE THAT CONTENT PROVIDER SHALL PAY THE SUM OF $50.00 PER
MARKETING MESSAGE TO ACCOUNT FOLLOWER (E.G .. 1,000
FOLLOWERS- ONE MESSAGE $50,000) IN VIOLATION OF SECTION .
PREGAME AND CONTENT PROVIDER HEREBY EXPRESSLY AGREE THAT
SUCH PAYMENT BY CONTENT PROVIDER IS REASONABLE AND IT
INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO PREGAME AND
SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY.
CONTENT PROVIDER AND PREGAME ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY
THEIR INfTIALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS.
Content Provider Initials:

__

Pregame Initials:

f..,

. 5.
Content Control. Content Provider shall be responsible for all
content posted or otherwise transmitted through the Account. Content Provider
shall indemnify, defend and hold harmless Pregame from and against any and all
claims (including all liabilities. costs. expenses (such as attorney fees),
obligations and damages) in any way arising from or related to the Account.

6.
Effect of Termination. Content Provider's ability to access and use
of all Accounts pursuant to Section of this Addendum shall automatically
terminate upon termination or expiration of the Agreement. All other provisions
of this Addendum shall survive termination or expiration of the Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Social
Network Addendum as of the dates set forth below intending that this Addendum
be effective as of the Effective Date.

Social l\ie1work Addendum


SERVICES AGRH.Mr:J\T

PREGAME LLC

Name:

g,. . . J "-

LL

.[,._ """' C....

Trtle:
Date:

Date:

rz,,09

Social Necwort Addendum


Ctn."TEt.1 SEJlVIC"":;..S .-\GREE.MfST

1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

DISTRICT COURT

ClJ\RK COUNTY, NEVADA

10

PREGAME LLC, a Nevada Umiled Liability


Company

11

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>-

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12
13
14

Case No:
Dept. No:

Plaintiff,
vs.

INITIAL APPEARANCE FEE


DISCLOSURE

JOHN KARAUS, an Individual, DOES 1 through


20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

15
Defendant.

16

INITIAL APPEARANCE FEE DISCLOSURE

17
Pursuant to NRS Chapter 19, as amended by Senate BiU 106, liHng fees are submitted

18
for parties appearing in the above entitled action as indicated below:

19
20
21
22
23
24
25
26
27
28

$270.00

Plaintiff: PREGAME, LLC:

DATED lhis

l-

day of July, 2014.


DENNETT i'NSPEAR, LLP

I
JEFFRE
Nevada
3301 N. uffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

Attorneys for Plaintiff Pregame LLC

000042

Electronically Filed

07/16/2014 04:14:05 PM

'
1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgamher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Terephone:
(702)839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

CLERK OF THE COURT

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DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

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JOHN KARALIS,

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Plaintiff,

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Defendant.

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Case No: A-14-703627-C


Dept. No: IV

PLAINTIFFS' MOTION FOR TEMPORARY RESTRAINING ORDER AND PRELIMINARY


INJUNCTION

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COMES NOW, Plaintiff, PREGAME LLC, by and through its counsel, DENNETT

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WINSPEAR, and hereby submits the following Motion pursuant to Article 6 of the Nevada

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Constitution, NRCP 65 and N.R.S. 33.010.

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This Motion is made and based upon the pleadings and papers on file herein, the Points
and Authorities cited, and oral argument of counsel, if any, at the lime of hearing.
DATED this

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day of July, 2014.


DENNETT WI SPEAR, LLP

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By
Nevada Ba No. 0
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3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
(702) 839-1113
Facsimile:
Attorneys for Plaintiff Pregame LLC

000043

NOTICE OF MOTION

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TO:

ALL INTERESTED PARTIES AND THEIR ATTORNEYS OF RECORD:

YOU, AND EACH OF YOU, WILL PLEASE TAKE NOTICE that the undersigned counsel

will bring the above and foregoing PLAINTIFFS' MOTION FOR TEMPORARY RESTRAINING

ORDER AND PRELIMINARY INJUNCTION on for hearing before the above-entitled Court in

Dept. No.4 on the

as soon thereafter as counsel may be heard.

DATED this

16 day of SEPTEMBER

, 2014 at the hour of 8 : 3 OAm., or

___1!'__ day of July, 2014.

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JEFFREY
Nevada Ba
3301 N. B
o Drive, Suite 195
Las Vegas, Nevada 69129
Telephone:
(702) 839-11 00
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

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MEMORANDUM OF POINTS AND AUTHORITIES

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I.

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SYNOPSIS

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Plaintiff seeks an immediate hearing regarding Plaintiffs Motion for Temporary


Restraining Order and Preliminary Injunction at the Court's eariiest convenience. Through the
Temporary Restraining Order and Preliminary Injunction, Plaintiffs seek to prevent Defendant
' John Karalis from the continuous and ongoing distribution of exclusive content belonging to
Plaintiff Pregame LLC as well as the continuous and ongoing use of the Twitter handle
@VegasRunner which is the exclusive property of Pregame LLC.
II.
FACTUAL BACKGROUND

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Plaintiff operates a website residing on the world wide web at "www.pregame.com"

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(hereinafter "pregame.com" or "the

Through the website Plaintiff provides sports

related content of interest to sports fans and sports bettors. Some of that content is provided
free of charge to viewers of the website and other content. designated "premium" content. can
only be accessed through a paid subscription. Premium content subscription fees are a main
source of revenue for Plaintiffs business.

Plaintiff obtains the content from contracted content

providers including Defendant John Karalis.


On or about June 18. 2012 Pregame LLC entered into a Content Services Agreement
('1he Agreement") with Defendant Karalis, and in or around 2009 Pregame LLC entered into a
Social Network Addendum ("the Addendum'') with Defendant Karalis. The Agreement and the
Addendum are attached to Pregame LLC's Motion for Temporary Restraining Order and
Preliminary Injunction as Exhibits "1" and "2", respectively. By its express terms the Agreement
was to continue for a period of 5 years, terminating in June 2017. (Exhibit "1". Paragraph 9) The
Agreement followed a previous similar contract between the parties which was replaced by the
Agreement. The parties have operated under the current and previous contracts for a period of
several years without incident.
Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive license to
"publish, display, reformat and distribute" all sports related content generated by Defendant
Karalis, (Exhibit "1", Paragraph 2) as well as the right to bundle such content with that of other
providers. (Exhibit "1", Paragraph 3). In addition, the Agreement provides that Karalis may not
publicly disclose information related to his relationship with Pregame LLC (Exhibit "1 ", Paragraph
13), that Karalis will not undertake any conflicting obligations (Exhibit "1", Paragraph 16), and
that Karalis will not attempt to induce employees or customers of Plaintiff to leave Pregame LLC
or pregame. com (Exhibit "1", Paragraph 18). The Agreement further restricts Kalaris' use of the
Nom De Gambling 'Vegas Runner."
Pursuant to the Addendum Plaintiff was entitled to be the registered account holder of
any Social Site accounts, including Twitter handles, utilized by Defendant Karalis in connection
with the production of content. Karalis was further obligated to provide the current username

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and password for all such accounts to Plaintiff and was prohibited from changing said passwords
without Plaintiffs prior written consent. Finally, Karalis was forbidden from referencing any third
party competitor to pregame.com without prior written consent of the Plaintiff.

(Exhibit "2",

Paragraph 3). The Addendum included a liquidated damages clause specifying damages for
each and every violation of the provisions outlined above. (Exhibit "2", Paragraph 4).
Nevertheless, on or about June 18, 2014 Defendant Karalis attempted to "resign" from
his contractual relationship with Pregame LLC. Upon information and belief Karalis was induced
to do so by an offer from a direct competitor to Pregame LLC.

Subsequently Karalis has

engaged in conduct in direct violation of his obligations and Pregame LLC's rights under the
Agreement. Such violations have been ongoing and continuous and have caused substantial
damage to Pregame LLC. The nature of the damage to Pregame LLC is irreparable inasmuch
as the content which Karalis is obligated to provide to Pregame LLC for distribution is being
provided to a competitor. Once distributed to the public by the competitor such content cannot
be "undistributed" and the value of that content is lost to Pregame LLC forever. In addition, the
oniJoing disclosure of information related to Pregame LLC by Karafis further results in
irreparable harm as such information, confidential and otherwise, cannot be retrieved once made
public by KarafJS.

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Ill.

LEGAL STANDARD

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Article 6, section 6 of the Nevada Constitution specifically grants the district courts power

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to issue writs of injunction. 'The basis for granting injunctive relief is equity. Sherman v. Clark, 4
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Nev. 138 (1868).

The granting of restraining orders or injunctions is a matter of discretion.

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Coronet Homes, Inc.

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v.

My/an, 84 Nev. 435, 437, 442 P.2d 901, 902 (1968), and Thom

Sweeney, 12 Nev. 251 (18n).

v.

NRCP 65 recognizes three types of injunctive orders: (1)

temporary restraining orders, (2) preliminary injunctions, and (3) permanent injunctions. NRCP

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65 (2004). 'The purpose of a temporary restraining order is to prevent irreparable harm until the
parties can be heard on a motion for preliminary injunction. A preliminary injunction is designed

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to continue to protect the applicant from irreparable injury and preserve or restore the status quo
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pending final judgment. Ottenheimber v. Real Estate Division, 91 Nev. 338, 342. 535 P.2d 1284,
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1285 (1975) and Memory Gardens of Las Vegas, Inc. v. Pet Ponderosa Memorial Gardens, Inc.,
88 Nev. 1, 4 492, P.2d 123, 124 (1977).
NRCP 65 and NRS 33.01 0 authorize the Court to grant injunctive relief when the
commission or continuance of an act produces great or irreparable injury to the plaintiff. NRS
33.010 provides:

An injunction may be granted in the following cases:


1. When it shan appear by the complaint that the plaintiff is entitled to the relief
demanded, and such refief or any part thereof consists in restraining the
commission or continuance of the act complained of, either for a limited period
or perpetually.
2. When it shall appear by the complaint or affidavit that the commission or
continuance of some act, during the litigation, would produce great or irreparable
injury to the plaintiff.
3. When it shall appear. during the litigation, that the defendant is doing or
threatens, or is about to do, or is procuring or suffering to be done, some act in
violation of the plaintiffs rights respecting the subject of the action, and tending
to render the judgment ineffectual.

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Although no precise burden of proof must be met by the party seeking injunctive relief,

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courts traditionally consider the following equitable criteria: (a) the threat of irreparable injury; (b)

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the plaintiffs likelihood of success

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balance of hardships on each party; and (d) the interests of the public. See, e.g. Miner

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Pac. Medical Center., 19 F. 3d 449, 456 (ff' Cir. 1994) citing U.S. v. Odessa Union Warehouse

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Co-op, 833 F.2d 172, 174 (9"' Cir. 1987).

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plaintiffs likelihood of success on the merits are the facts most often cited. See e.g., Sobol v.

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Capital Mgmt. Consultants, Inc., 102 Nev. 444, 446, 726 P.2d 335, 337 (1986).

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v. Cal.

However, the threat of irreparable injury and the

ARGUMENT

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the merits; (c) the relative interests of the parties, or the

IV.

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on

A.

THERE IS A REASONABLE PROBABILITY THAT PLAINTIFFS WILL SUFFER


IRREPARABLE INJURY IF A TEMPORARY RESTRAINING ORDER AND A
PRELIMINARY INJUNCTION IS NOT GRANTED.

"Injunctive relief is not available in the absence of actual

or threatening injury, loss or

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damage." Berryman v. lntemational Brotherhood of Elec. Worl<er:s, 62 Nev. 277, 260, 416 P.2d
387, 366 (1966).

There must exist a "reasonable probability' of real injury lor an injunction

and/or a temporary restraining order to be issued. /d. at 280, 389.


In this case, the unique nature of the product at issue - real time analysis and information
related to live sporting events means that once such information is lost to Pregame LLC it can

never be

recovered. For example, currently the FIFA World Cup is being played in Brazil. The

Wor1d Cup tournament itself happens only once every four years and the individual games within
the tournament are unique, one-time events that can never be duplicated. Upon information and
belief Defendant Karalis is providing content related to the Wor1d Cup on an ongoing basis to a
competitor of Pregame LLC in violation of Pregame LLC's clear and exclusive contractual right to
such content. That same content includes information that, upon reasonable reliance, Pregame
LLC anticipated receiving from Karalis (as is its contractual right) and distributing to its
customers. Every bit of content that Karalis provides to a service other than Pregame LLC is lost
to Pregame LLC forever.
The Agreement specifically restricts Karalis from divulging any non..public information
pertaining to Pregame LLC, including information disclosed to Karalis or learned by him as a
result of his relationship to Pregame LLC through the Agreement. Upon information and belief
Karalis has in fact disclosed Confidential Information, as defined by the Agreement, since his
attempt to unilaterally avoid the Agreement. In addition, the on-going disclosure of information
related to Pregame LLC by Karalis further results in irreparable harm as such information,
confidential and otherwise, cannot be retrieved once made public by Karalis.

Clearly the

continued disclosure of Confidential Information of Pregame LLC by Kalaris constitutes


irreparable harm as it relates to Pregame LLC's strong interest in keeping such information, in
fact, confidential. Absent a temporary restraining order there is no reasonable way for Pregame
LLC to enforce this very imporiant provision of the Agreement and to ensure that additional,
irreparable harm is not caused by the on-going disclosure of Confidential information by Kalaris.

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B.

GIVEN THE CLEAR AND UNAMBIGUOUS NATURE OF DEFENDANT'S


OBLIGATIONS UNDER THE CONTRACT AND THE INARGUABLE BREACH
OF THE SAME, PLAINTIFF'S LIKELIHOOD OF SUCCESS ON THE MERITS IS
EXCELLENT.
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A preliminary injunction is available upon a showing that the party seeking it enjoys a
reasonable probability of success on the merits" Sobol v. Capital Management Consultants, Inc.
102 Nev. 444,726 P.2d 335 (1986) Here, Plaintiff will easily be able to estabtish the existence of

a contract: intent, offer, acceptance, consideration, mutuality of agreement and obligation.

Restatement of Contracts 19-24; Lamoureux v. Bunillville Racing Ass'n, 91 R.I. 94, 161 A.2d

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213, 215 ( 1960), that Kalaris' conduct constitutes a breach of that contract and that as a

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that breach Pregame LLC has been substantially damaged.

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Contrarily, Kalaris has no defense to Plaintiffs claim of breach. Essentially Kalaris simply

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decided to unilaterally extricate himself from the relationship when something which he

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perceived to be a better deal came along. The contract provides no such mechanism for

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terminating the agreement. (Exhiblt "1", Paragraph 9)

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C.

THE HARDSHIP IMPOSED ON THE DEFENDANTS IN GRANTING THE


TEMPORARY RESTRAINING ORDER AND PRELIMINARY INJUNCTION IS
NOT A FACTOR IN THIS CASE

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In determining whether to grant elther a temporary restraining order and/or a preliminary


injunction "a factor of controlling importance' is 'the balance of convenience or hardship'
between parties. Rhodes Mining Co. v. Belleville Placer Mining Co., 32 Nev. 230, 106 P. 561,
562 (1910). The courts do not always apply this factor however, when determining Whether an
injunction should issue. 'The equitable principle of relative hardship is available only to innocent
parties who proceed without knowiedge or warning that they are acting contrary to others' vested
property rights." Gladstone v. Gregory, 95 Nev. 474, 480, 596 P.2d 491 (1979). If both parties
engaged in inequitable conduct or ff both parties acted equltable then, and only then, would the
court be required to go through the step of balancing hardships prior to issuing a temporary
restraining order or preliminary injunction. /d.

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Karalis knew of his contractual obligation to provide exc:lusive content to Pregame LLC.

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In fact, Karalis has been operating under that obligation for the past several years. Karalis' only
motivation for breaching the contract with Pregame LLC was an offer of more money from a
competitor.

The ability to obtain Karalis' content for publication was the very essence of the

contract from Pregame LLC's point of view. That exclusive content was the sole benefrt of the
bargain between the parties to be received by Pregame LLC.
Further, it cannot be reasonably argued that Karalis was not aware that his unilateral
decision to terminate the relationship prior to the and of the contract term was not contrary to a
vested interests of Pregame LLC.

Because Karalis was paid a commission on revenue

generated by publication of his coment he was directly aware of the substantial extent of the
harm Pregame LLC would suffer if he decided to simply stop providing the content to Pregame
LLC and start providing it instead to a competitor.
Because Karalis is the only party in this case engaged in inequitable conduct, it is not
appropriate for the court to consider whatever hardship may resuH to him by issue of a temporary
restraining order and/or preliminary injunction. The temporary restraining order foHowed by a
preliminary injunction should be granted.

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D.

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IT IS WITHIN THE PUBLIC INTEREST FOR THE TEMPORARY RESTRAINING


ORDER AND PRELIMINARY INJUNCTION TO BE GRANTED

The public interest presented in this case is the need for public confidence when entering
imo commercial contracts that mutually beneficial, longstanding comractual relationships may
not simply be abandoned by one party when a perceived "better deal' comes along. The ability
of a non-breaching party to quickly and efficiently enforce its rights under a contract must be
maintained. To allow the obvious, unjustified and continuous breach of a service contract, such
as the one in this case, while forcing the aggrieved party to pursue protracted litigation to enforce
its rights undermines the expectations of businesses and citizens who rely every day on those
promises to perform. The timely and economical remedy of a TROI preliminary injunction early
on is an essential element in maintaining the effectiveness and enforceability of commercial

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contracts.

v.

CONCLUSION

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For the above stated reasons this Court should grant the temporary restraining order
immediately and set a
DATED this

and grant a preliminary injunction on the same grounds.


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day of July, 2014.

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EXHIBIT "1"

EXHIBIT "1"
000052

I.
CONTENT SERV1CES AGREEMENT
This Content Services Agnx:naent (Ibis "Agreaneon is effective as of JWlC 18, 2012 (the
"Effective Date") and is made by and betweco Pregame, LLC a Nevada limited liabilirv
...O aod lbc Wltlcr.;igocd so:rvice provider ("'Coqteot Provider").

Recitals
IL Whereas, Comem Provider provides cenain cooleD! regarding upcouiliag and past
sponiDg evcots and spons rela!Od infomamioo (collectively, tbe "Conrem").

B. Whereas. Cootenl Provider dc::sin:s to provide such Content to Pregame on the


tenos and coodjtions set fonb in this AgreemcnL

C. \\'bereas. Pn:game desires 1o receive such Contelll on the terms and conditions set
fonb in this Agreement.

IN CONSIDERA DON OF tbe mllllCtS dc:saibed above and of the marual beodits and
obligalioos SCI forth in thls Agreement, the parties 1o this Agxeaoeut agree as follows:
I.

Con!ent Description. CooleD! Provider hen:by agrees to provide Pregame tbe

Cootcut \mcluding information on spons bettins, injwies, oews, and game


pn:dictioos}. The laJII
applies to all rhe major sports of interest in
the United States
America11 Football both College and Professional,
Major League Baseball, Basketball both College and Professional, European
Football), in addition to spons of secondary inten:st such as horse racing.
boxing.. M"aed Martial Ans. l!OI( tennis, and others. The Coote:nt may consist
of text. audio, visual or any combination of the fon:going and may be
provided ID Pr<:game in any murual.ly agreed format wbetber taogible or
intmgible.
2. Coole!!! License. Content Provida hereby gilljlts Pregame a license 10
publish. display. reformat and distribute lhe Content via any means. Unless
SIBied otherwise on Exhihit IL (i) Ibis license will he exclusive ll!ld
(ti) Pregame may sublicense its rights hereunder as a syndical or of tbe
ConteDl The parties aeknowledge and agree !bat some mutually "!lfCed upon
portion of the Con1cnt (though no less than I 0"/o of overall Curucnt) wtll be
provided 10 end
111 no charge.

3. Bundling License. PrCJ1BiliC lllliY bundlo Conlc:nt Provider's Comcnt with


lbe conlt:lll of other coniCDI providers.
4. Promotiooal DiSiributions. PreGame may pro'ide portions of tbe Com.ern 10
c:nd ..,..,.,; Bl a sigoificam discount as a promotion tool to boost
premium Cuotent sales. Any mDDies genemled by sut:b promotiooaJ offerings
are rerained I 00% by Pregame to cover lbe admioismm..: costs of sut:b
promotions.. No more tbtm 20% of Coolc:ul Provider's total CDDJent ctm be

000053

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included in such discow11ed offerings over the cow-se of any calendar IDOIIth
withoul the express consent of !be Content Provider.

5.

PreGame Promotional f'.ffort.


shall usc all reasonable efforts to
prumuw
CooiCill oa Pn.'glSIDt s
such
lh< Coni<:DI is among
the top ranking
indicaled on Exhibit A in terms of overall
promotioaal effort of those who sell content through Pregame.

6. Content Prolider Promotional Effort. Content Provider shall use its best
eJTons 10 (i) promote the sale of the
through Pregame's website: aod
(ii) promote olhercontent pnnidm: publishing content on Pregame's
website.

7. Quantity of Content Content Provider shall produce content CODliDCilSUillle


with &!least 30 houn of effon per month (as measured by a reasonably
IIV<:J1I@C ennlent provider) and the C.ontcnt produced musl be at least of the
qualily of colllent produced by similarly situaled CODICnl prOliders.
8. Additional
Content Provider further agrees to provide such Olber
services as Prell"""' and Content Pro,ider llliiY agm: upon from time 10 time
UDder lhe terms of this AgrcuncnL
9. Tam and Termination. Unless olh<:Nise staled on staled on Exhibit A. the
term of this Agreement shall cornmenee on the Effective Dille and continue
for a period of live (5) years (the
Tenn). TbereaJ\ct, this Agreement

sballlllllomatically renew on an annual basis for consecutive one (I ) year


temLS (each a
Tenn). Eilher party may tenminale Ibis Agreemeut
either prior to the conclusion of the Initial Tam or during any Renewal Term
upon a1 lcastlbiny {30) days notice -..itb such termination effecti,e on the
renewal dale. Eilher may temtinate this Agreement for brt:acb of a
ms!Crial term oflhis Agreement upon at least tbiny (30) days prior written
notice of termination provided the breacb is 1101 cwed within such notice
period. Dwing any period thai Content Provider i5 {i) in breach oftbis
Agreement; (ii) is acting in an Wlprofcssional manner or (iii) actiog in any
llllll1D<!I' which.. in Pregame's sole discretion, reflects advcnely on Pregame,
lhen Pregame may. in its sole discretion. restriCI or suspend display and/or
promotion of the Content.
I0. Qbli!!!!licms During Nlllice Puiod. ln lht event lhll1 CODtclll
desires
10 terminate Ibis Agreement. during the thirty (30) day notice period requhed
in Section Q, hath parties musl main!Bin dealing comparable to their dealings
prior to terminaling Ibis Agreemellt. including Coll1eDI l'ro>ider continuing 10
provide ConiCDI of comparable quantity and quality. Af\er th expiration or
termination of this Agreement for any reason, C.ontCDI Pro>ider shall not
indicate to any third pmty thai Content Provider bas ever provided content 1o
Pn:game.com.

000054

II. ComP"m"tion. Unless a specific compensation is set forth on Exhibit A. the


parties sball mutually lljli"Ce on lhe compensutioo for lhe particular item of
Content on an individual case basis. Unless otherwise staled in Exl!ibit A.
Pregame shall have !he right to determine, in its sole discretion, d:u: price 81
which !he Content is made available in any and all mediums.

12. Tnnine ofPavmeut. Compensation "ill be payable on a monthly basis, while


Ibis A!;recmcnl is in fon::e. 'Though P1egame bas a poliey of making payments
as soon as possible. paymeot to Content Pro\idcr ,.;u be mailed by Pn:g.Bme
within sixty (60) after !he last day of !he calendar month to which !he payment
applies.
!3. ConfidentiallnfonnatiO!L "Confideptiallnformation" means any non-public
information pertaining to Pregame's business or teclmology. Confidential
information includes infonnalion disclosod by Prepme to Content Provider.
and infollDIIIioo learned by ConleOI Provider during the cotnc of or as a
n:sWt of Ibis
Con!itlcntilll WUI'IIIalillll inclw.il:s itemS sudJ as !he
terms and existence of tbis Agr=no::nL infonnalion and documents
"""""'ulog Pregame pro
=s; suppliers; CUS\Omet !isis; email lists;
advertising and mari:etin!' plans: business sllalegics: profit margins; s.:usonal
plllllS. goals., objectives and projections; compilations.. analyses, and
projections reganling company's dnisions, StDres, product segments, prodUCl
lines. suppliers. sales and
files; trade secrets and patent applicatioos
(prior 10 their belog public); salacy, staffing and employment infDmllltioo
(including information about performance of olher executives); and wknow
tC:hniques and any technical infonnotion not of a published rmture
n:laling. for c:xample, 10 have comJilllly conducts its business
14. Obliption of Confidence. ConteDI Provider shall 001 divulge. disclose or
make accessible to auy otbcr person. f ann. partnership. corporation or any
other entity any confidential information cxcepl when required to do so by a
coun oflaw. by any gD"Yo:mmental agency havinG supenisory BUihority over
the business of Pregame or by any governmental body wilh jurisdiction to
order Conlelll Provider to divulge, disclose or make accessible such
information (each a "Compelled Disclosure"). Content Provider shall give
Pregomt prior wrinen notice of any Compelled Disclosure and assist Pn=gamc
,.;lh !he prevention of such disclosure or seeking c:onfidenlial l.rcalmcnt of !he
Confidential lnfonnation to be disclosed.
JS. Rerum ofPoopenv. At the request of Presume and/or on termination of this
Ag1ee111cnL Conl=t Providc:r ...mretwn to Pregame all documents. reoc:mls.
nolebool.:s. media and anything else c:ontaining Pn:game' s confidential
informlllion. including all copies lhcn:af, as well as any other Prepme
propeny in CoDienl Provider's possession, control or cusuxly. CDDtenl
Provider will also delete from its compUICr or other elo::troni<: sunge medium
ouoy Pregame proprietary or confidential infonnaliDIL Not Iller lhan twenty

000055

(20) days after Ibis Agreemt:n! is terminated Content Provider will certify in
writing 10 Pregame Om! Content Provider has complied with these obligations.

16. No Conf!jcling ObligBiions. During the tc:rm of this Agreement and fora
period of IWo (2) years after termination or expiration. except as IIlii)' be
pennined on Exhibit A. Conll:a! Provider will not. directly or
indirectly, (i) be involved with a business wiUcb is in competition witb
Pregame. or (ii) divert or ancmpt to divc:n my business !hal Pregame bas
enjoyed. A.ftcr tbe terminalion of lhls Agn:cmcnl, Content Provider is
prohibited from contacting. atlempting to coqtact, solicit any customer, buyer
or person or providing any IX>Illenl to whom Contelll Provider had contact
with while fulfilling its obligations under Ibis Agreement
17. Third Part\ Pla=meuL Unless otherwise swed on staled on Exhibit A, if

Plegmne ploces Content with web sites or other disvibutioo mechanisms


openued by oue or
third parties (each a
Pany
Coruent
Provider agrees to waive Coruent Providc:r' s relationship indefinitely with
such Third Pany Site, so that Coment Provider ag=s to never c:onl3<:t, solicit.
ac:cept e:mploymc:DI, offer services under eny assumed name with lhll1 Third
Pmty Site both during and after On: expiration of lhls Agrcemc:DL

18. Non-Solicitation. Any ancmpt on the part of CollleDt Pro\icier to induce au


employee or CUSIODlCT to leave Pregame:, or any cffon by Co!llelll Provider 10
interl'erc ith any relationship wid! Pregame employees or olhcr cmw:nt
providers would be bannful and damasing to the Pregame. Therefore,
Contcut ProYider agn:cs Lllllt during the: '""" of this Agn:.:ment and after
1erminalion of this Agreement. Content Provider will not in any way clir=ly
or iodireclly:

a. induce or ane:mpt 10 induce any employee or other content provider of


Pregame to quit employment or rdainer.
b. OihCNise inlerf= with or disrupt the f'Jegamc
employees or other content proidc:rs:

with its

c. discuss employment opportunities or provide informBiion abolll


competitive employmCDI 10 any of the Pregame employees or oilier
conten1 providers: or
d. solicit entice. or hire away any c:mployee or olher contem prD\-ider of
19. Nom De Gambling. The term "Nom De
refers 1o the identity
assigned 1o Contem Provider for use in association wid! the Conlalt. The
Nom De Gambling ULilized by l'ncgame iD coMeetion with 1he CoDtcot will
1101 be reslrided in aoy manner, and Content Pnwider has no rigbts to usc the
Nam De Gambiiog during (except in conoection witb providing Comcnt to
Pn:game) or after the conclusion of !his A!:J=Denl In the event the Nom De

:fl-.

000056

I.
Gambling bas been previously utilized by Co111C111 Provider. then Conu:nt
Provider
assigns to Pregame any and all right, title ;md imeresl Content
Provider may have in or lo l'IICh Nam Oc Gambling. Tne Nom De Gambling
for !be Conl!:lll is a tnuJemark of I'Jegamc. Conll:nl Provider shall not ..Oiize
or anempt to register aoy name which is deceptively similar to the Nom De
Gambliog prmided by Pregame under the tams of this
This
Section 19 is subject to mocli!icaticm as provided in E.'lhibit A.

20. Trademarl<s. Contenl Provider shall DOl utilize Jhe name Pregame or any of
Pregame's trademarlcs wilbout the prior written CODSenl of Pregame.
21. Rights in Coole:nl. Conlcnl Provider agtecs lbat any ilcm of inJellcctual or
artistic propeny (includiog Content) gc:oera!ed or provided by Conu:nt
Provider in connection with !he performance of Ibis Agreement is e -won.: for
hire" Wider all applicable laws and the sole property ofPn:game.

22. AssignmenL Coment Proidcr will not voluolari)y or by operalion of law


assign or otherwise transfer its obligations under Ibis Agreement without the
prior wriaen consent of Pregame. Any allempled ...sigrunent in violation of
Ibis provision shall be null and void. 1his Agreement will enure to the ben<fit
of and be binding on the parties and !heir respective penniacd SIJN:eSSOrS and
permitted assigns.
23. N101un: of Relationship. It is expressly agreed lbat Ccmlent Provider is acting
as an independent contraclor and not as an employee or agent in pro,icJing the
Coolcnl Proidcr and Pregame acknowledge thai this AgreeJDellt
do$ not create a partnership nr join! venture hetweellthem (mtl=o; expressly
Slaled in ""Y oil= prior agreoment) and is exclusively a conlnlC! for senice.
24. Modificalion. Any amendment or modifacation of this Ag:n:ement or
additional obligation as51111'1ed by either party in connedioo wilb this
Ap=nent ,.;u only be binding if "'idem:ed in writing si[!Ilt:d b) each parry
or an aulborizcd representathoe of each pany.
25. Notices. All ooliccs, n:q=, <k:wlulds ur utbcr cUUIInuni<:alions n:quin:d or
permillcd by the terms of this Agreement will be given in writing and
delivered 10 the panics of Ibis Agxecmeot at the addn:sses set fonb in the
signature blocks below nr such other addresses as eithe:r party nmy provide fnr
itself from time 10 time.

26.

Altomevs Fees. In the e\'e!l! thai legal action is broughl1o enfon:e or imerpre1
any ICml oftbis AfPecmem, the pre>ailins pany "ill be ""titled 10 recover, in
addition 10 any othe:r damages or awanl, all reasonable legal COSIS and fees
assoc:iated with the action.

27. Entire Agn:ement. Thls Agreement n:pesems the enlin: undcrslanding and
bcrweeu Conlent l'rovidcr and Pregame as to !he subjecl maner
bercnf. This Agreement supenedes any othe:r agrecments and Wlderstandings

"llfl'CCD""'

000057

--. ------------,

becwt:cn Coolcllt Providt:r and Pregame with respect ID any Conlellt or other
scMcc:s. There are DO other promises, represenllltions. undemandings or
induc:emaJts other than those specifically set forth in Ibis Agreement.
28. lndemnitv. <.:ontent Provider "'ill indemnify. defend aod bold harmless
Pregame from aod against BDY claims or actions by any otha- pany, arising
from or related ID lbe provision of tbe COOICDI by ConleDI Pnl\'ider or
Pregame's use thereof and pay all liabilities. costs (including atlomeys fees)
and expenses incum:d by Pregame in COD!Iedion therewith.
29. Headines. Headings are iusencd for tbe convenience of lbe panics only and
are not to be considered wbCD interpreting this Agreement.
30. lnle!'p!'fflprion. Words in lbe singular mean and include the plur.d and vice
va1>a Words in the masculine mean and include tbe feminine aod vice versa.
The phrase
shall mean "including without limilation.-

31. Survival. The provisions ofSeaions 13, 14, IS, l 8, 19, 20, 21, 28 BDd
31 sball snrvivc the cxpirntion or to:rmination of this Agreement for any
reason.
32. Governing Law. This Agreement aod lbe performance Wider this Agreement,
and all suits aod special proceedings under this Agreement, be CODSirued in
ltCX:(m!ance with and governed by the laws oflbe Stale of Nevada, without
reference tt> its choice oflaw prtJ\'isioos. All actions and pnx:ec:ding5
pe:rlllining 10 this AgHoement wiU be filed and litigrued exclusively in any stale
court or fudenll coun located in Clarlr. Counl)o, Nevada. Pregame and Ccm1ent
Provider expressly canscntto the jurisdiction of these courts, agree 1!131 venue
is proper in these couns and company and )'011 consent 10 senice of process
made Bl your last knov.'ll addrc:ss in companies n:co<s..

33. SeverabilitY. In the event tbB1 any of the provisions of this Agreement are
held ID be innlid or UD<:rlforceable in whole or in pan. all otha- provisions
will nevo:nbeless continue ID be valid a11d c:nfmeeable with the invalid or
IUic:nfcneeabk: pans sevcml from the n:mainder of this Agreemcm.
34.

The waiver by either pany of a breach. default, delay or omission of


any of tbe provisions of this Agr=ncnl by the otha- patly will DOl be
co!IStnl:d as a waiver of any subsequent breaclJ of the same or other
prDlisiOIIS.

35. Bloggioe ContenL In the e\'cnt Content Provider pro\;des any COD!tDIID blog
sites, bulletin boanls or Olbcr COilliJlllllicaoo fUIUIIIS b<>Siod by Pregame,
Conl<:lll Provide:< agrees lo be bouod by aod suictly comply with lbe Terms of
Use localed m wv.w.pregame.com!u:nns-of-service

000058

IN WITNESS WHEREOF, the panic:s have duly executed this Agreement as


dales set fot1b below intending lluu this AgJeement be effective as of the Effective Dale.

Stale of

NJ l.arfCf

County of

(i l (.l\' !L-

/0

U,

day of \i-\. I
20 ft;b;,fore me a not? public.. the
under.iigoedofficer,personallyappe:ared
U{l'kl ( L
,known tome
(or satisfaclonly proveft) to be
person ..:hose
is subscribed to the wilhiD
instrument. and acknowledged tbal be execmed lhe same for the purposes lben:io

On this, tbe

,(Vfin

COJJtained.

000059

E>.bibil A

Distribution and Compensation


Content Prpmotion Rank.ing TargeL The Contenl shall receive promotional effons
from Pn:gamc consistent with those provided to the top I 00 percent of those selling
content 81 Pn:game.com
Compensation.
-&!:dine Y=- mt:anS the culeodar year in wbicb lhe llifc:ctive Date oc:cws.

"Cost of

means lCD percent of !he Growth Rate.

-Gross Revcpues- means sums actually n:ccived from the resale of all fee
based contentiO end = (whether through Pn:gamc or Third Pany Site).

"C'""''"' Rlllc- means the r=dt of dividing the Nc:t

for the prior

calendar year by the Nc:t Revenues for the Baseline Year. For avoidance or
doubt. the Growth Rale can not be less than zero.

"N=sw ExDe!!S!;S- means costs reasonably necesswy in order 10 sell and


distribuie content, iocluding credit card pmcc:ssing fees, reftmds, credits,
cbarges by affiliate pllltllet'S, the Content's proportiODale shan: or credit card
as a percent ofwtal colllenl sales, the Content's proponionale
share of costs incWTed in connection with Pregame's loyalty program and any
other costS reasonably necessary 10 the ability to sell and dislnl>ute lbe
ContenL
"Net Revenues" means Gross Re1'Ct1ues minus Ne=ry Expen:scs during a
calendar year.

Nc:t Revenues from bundled conteot sball be divided pro-11118 emcmg the
contribUIOI>.

Compe:nsation Calc' r)ation


!. (Na Rewmn:s frvm Cootcnt) X (du: Commission Rase}= Cis= Commissions
2. (Cis= Commissions) X

ofGroWih} = Nc:t

Cammissi<ms

Notc:: '11Je adj1151Jncnl mode in Step 2 ,;hall l1tJl n:dua: lituss CummissiUU!l b,- fll"''dd'
tlwl39%.

If Content pack"B"' an: sold mwhich the promised deli""'l' of lbe Content
extends beyond lbe ealendar monlb of purcbase. the aa:ounting of IIC! reveoue
corresponds wilh the ac:lual delivery of lhe Content (i.e. tho pcrcentage of the

000060

COIIICDI actually delivered iDa given calendar month "ill diciSie the pe:rcen!Dge of
package's net m>enue allottee! to tha1
example,
CoDlelll package
is pun:hased on April I, and !he Conlelll IS proDilsed 10 be delivered through
May 31. then the pe:rcenlllge of revenue alloued 10 April will be 50o/o, with 50%
all oiled 10 May.

Certain Qua!jfiCBiiOs to Rif!lus and Obli!!!!lions:


Seaioo 16: Notwilhst.anding !be provisions of the fir.;! senlcna: of Sec:lion 16, Conlelll
Provider may provide the Contenllo competitors of Pregame after !be term ofthis

Al!lcc:ment
Section 19: Pn:game shall oot make any further usc of the Nom De Gambling upoo
tcrmimllion of Ibis Agreement and. effective upon sucl! termination, assigns to Conlc:l!l
Provider all rit;bt. title and imerest iD and to !be Nom De Gambling.

000061

EXHIBIT "2"

EXHIBIT "2"
000062

I.
SOCIAL NETWORK ADDENDUM

This Social Nelworlt Addendum (this "Addendum") is effective as of March


1, 2009 (the Effective Date") and is made by and between Pregame, LLC a
Nevada limited liability company ("Pregame") and the undersigned service
provider ("Content Provide().
Recitals

A.
Whereas, Pregame and Contem Provider have previousJ.Iy entered
into a Content Services Agreement with an effective date of I 0 I B:;a:(l
(the "Agreemen!"J pursuant to which Content Provider provides to f>fegame
certain content regarding upcoming and past sporting events and sports related
information (collectively, the "Content").

B.
Whereas. Contenl Provider desires to establish and maintain an
account on one or more social nelworlting sites such as Twitter, Facebook and
MySpace (collectively. the "Social Sites") on which Content Provider will Promote
the Content.
C.

Whereas, the parties desire to establish certain understandings as

to Content Provider's use of Social Sites as set forth in this Agreement

IN CONSIDERATION OF the matters described above and of the mutual


benefits and obflgations set forth in this Addendum, the parties agree as follows:
1.
Defined Terms and Recitals. Capitalized terms not defined herein
shall have the meaning given to them in the Agreement The above-referenced
Recitals are hereby incorporated in this Amendment by this reference. Except as
modified by this Amendment. the Agreemem is hereby ratified and remains in tun
force and effect.

2.
Pregame Network.. Pregame operates a website at
www .pregame. com (the 'Website") to which Content Provider provides the
Content As ane of its features. the Website provides marketing and networking
functionality (the "Pregame Network").

3.
Promotion on the Pregame Netwofk. Content Provider may
pJ'OII'IOte its presence on Social Sites through lhe Pregame Network if and only if
all of the foDowing are true: (i) Pregame is the registered aa::ount holder of the
applicable Social Site account (each an "Account"); (ii) Content Provider has
delivered the current user name and password for the Account to Pregame and
does not change these items without Pregame's prior written consent;
(iii) Content provider shall not reference any third party (eg a competitor
Pregame.com) through the Account without prior written permission of Pregame;
and (iv) Pregame may modify the look and feel {but not the content) of the Social
Pages associated with the Account. including placement a "Sponsored by
Social N.....-crl. Addcudum

000063

Pregame or other logo. Content Provider covenants and agrees to maintiln the
accuracy of each statement in this Section for the duration of the Agreement
4.
LiQuidated Damaoes. IN THE EVENT CONTENT PROVIDER
UTILIZES THE ACCOUNT IN VIOLATION OF SECTION THEN CONTENT
PROVIDER AGREES THAT PREGAME WILL BE DAMAGED IN AN AMOUNT
WHICH IS NOT READILY ASCERTAINABLE. DUE TO THE SPECIAL NATURE
OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND
WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN.
FURTHER, CONTENT PROVIDER WISHES TO HAVE A UMITATION PLACED
UPON ITS POTENTIAL LIABIUTY TO PREGAME IN THE EVENT OF SUCH A
BREACH. THEREFORE, CONTENT PROVIDER AND PREGAME HEREBY
AGREE THAT CONTENT PROVIDER SHALL PAY THE SUM OF $50.00 PER
MARKE11NG MESSAGE TO ACCOUNT FOLLOWER (E.G., 1,000
FOLLOWERS- ONE MESSAGE- SSO,OOO) IN VIOLATION OF SECTION .
PREGAME AND CONTENT PROVIDER HEREBY EXPRESSLY AGREE THAT
SUCH PAYMENT BY CONTENT PROVIDER IS REASONABLE AND IT
INTENDED TO CONSTITUTE UOUIDA TED DAMAGES TO PREGAME AND
SHALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY.
CONTENT PROVIDER AND PREGAME ACKNOWLEDGE THAT THEY HAVE
READ AND UNDERSTAND THE PROVISIONS OF THIS SECTION AND BY
THEIR INITlALS IMMEDIATELY BELOW AGREE TO BE BOUND BY ITS
TERMS.

Content Provider Initials:

Pregame Initials:

5.
Contenl ControL Content Provider shall be responsible for all
content posted or otherwise transmitted through the A=unt Content Provider
shaD indemnify, deleJld and hold hannless Pregame from and against any and all
claims {including all liabilities, costs, expenses (such as attorney fees),
obligations and damages) in any way arising from or related to the Account
6.
Effec:l of Termination. Content Provide(s ability to access and use
of all Accounts pursuant to Section of this Addendum shaD automatically

tenninate upon termlnatlon or expiration of the Agreement All other provisions


of this Addendum shall survive termination or expiration of the Agreemenl
IN WITNESS WHEREOF, the parties have duly exea.rted this SgQaJ
Network Addendum as of the dates set forth below intending that this Addendum
be effeclive as of the Effec:live Date.

Social l>ctwmi> A<kkndum

Ct.lfo."Tl-J<.."T Sal\''Cl!S

000064

PREGAME U..C

By:

/Z-4;' .&?

Name:
Title:

Date:

Q. . . .

JX...,c, ....

By:

#!

Name:

('<IQNS.

Date:

Jz,f09

;:)

C E0
I

3
Social "'-""' Addon6um

((.lt."Ja..i SD:\'1:'6 AGI!EMB.i

000065

1
2

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com

DENNEIT WINSPEAR, LLP

4
5

3301 N. Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
Telephone:
{702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Plaintiff Pregame LLC

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

<

Plaintiff,

11

vs.

12

JOHN KARALIS,

Case No:

Depl No:

-'

<

,.

1- w
1- z

w
z
z
w
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0

13
Defendant

14
15
16

17

AFFIDAVIT OF RANDALL J. BUSACK IN SUPPORT OF TEMPORARY RESTRAINING


ORDER AND PRELIMINARY INJUNCTION

1.

Affiant is the Managing Member of Pregame LLC, a Manager-Managed Nevada

Limited Liability Company and Plaintiff herein .

18

2.

Affiant uses the name of "RJ Belt" professionally.

19

3.

Affiant is over the age of 18 years and can testify to the matters herein of his own

20
21
22
23

!i

personal knowledge if called upon to do so.

3.

Affiant provides this Affidavit in support of Pregame LLC's Motion for Temporary'

Restraining Onder and Preliminary Injunction filed herewith.


4.

Plaintiff

operates

website

residing

on

the

world

wide

web

at

24

"www.pregame.com' (hereinafter 'pregame.com' or "the website'). Through the website Plaintiff

25

provides sports related content of interest to sports fans and sports bettors.

26

content is provided free of charge to viewers of the website and other

27

'premium' content, can only be accessed through a paid subscription.

Some of that
designated

Premium content

28

000066

1
2
3

4
5

8
9

10
11
<

12

-'

'(

>

ff- z"

I!J

z
z .
D

I!J

'

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13
14
15
16
17
18
19

20
21
22

23

24
25
26
27

subscription fees are a main source of revenue for Plaintiff's business.

Plaintiff obtains the

content from contracted content providers including Defendant John Karalis.


5.

On or about June

18, 2012 Pregame LLC entered into a Content Services

Agreement ("the Agreement') with Defendant Karalis, and in or around

2009 Pregame LLC

entened into a Social Network Addendum ("the Addendum") with Defendant Karalis.

The

Agreement and the Addendum are attached to Pregame LLC's Motion for Tempof"al)'
Restraining Order and Preliminary Injunction as Exhibits A and "B", respectively.

6.

By its express terms the Agreement was to continue for a period of 5 years,

terminating in June 2017. The Agreement followed a previous similar contract between the
parties which was neplaced by the Agreement The parties have operated under the current and
previous contracts for a period of several years without incident.
7.

Pursuant to the Agreement Defendant Karalis granted Plaintiff an exclusive

license to "pub6sh, display, reformat and distribute" all sports related content generated by
Defendant Karalis, as weU as the right to bundle such content with that of other providers. In
addition, the Agreement provides that Karalis may not publicly disclose information related to his
relationship with Pregame LLC, that Karalis wiU not undertake any confiicting obligations, and
that Karalis will not attempt to induce employees or customers of Plaintiff to leave Pregame LLC
or pregame.com. The Agneement further restricts Kalaris' use of the Nom De Gambling "Vegas
Runner".
8.

Pursuant to the Addendum Plaintiff was entitled to be the negistened account

holder of any Social Site accounts, including Twitter handles, utilized by Defem:lant Karalis in
connection with the production of content Karalis

was further obf19ated to provide the cument i

usemame and password for all such acrounts to Plaintiff and

was prohibited from changing said

passwords without Plaintiffs prior written consent Karafis was also forbidden from referencing
any third party competitor to pregame.com on Social Sites without prior written consent of the
Pregame LLC. The Addendum inc:ludes a liquidated damages clause specifying damages for
each and every violation of the provisions outlined in this paragraph.

28 ;
2
000067

1
2
3
4
5
6
7
8

9
10
11
<

'

<

>

If- w
f- z

z
z
w "
0 "<
0

12
13

9.

On or about June 18, 2014 Defendant Karalis attempted to "resign' from his

c:cmtractual relationship with Pregame LLC. Upon information and belief Karalis was induced to
do so by an offer from a direct competitor to Pregame LLC. Since that time Karalis has engaged
in conduct in direct violation of his obligations and Pregame LLC's rights under the Agreement
Those violations have been ongoing and continuous and have caused substantial damage to
Pregame LLC.

The nature of the damage to Pregame LLC is irreparable inasmuch as the

content which Karalis is obligated to provide to Pregame LLC for distribution is being provided to
a competitor.

Once distributed to the public by the competitor such content cannot be

undistributed" and the value of that content is lost to Pregame LLC forever. in addition, the or<going disclosure of information related to Pregame LLC by Karalis further results in irreparable
harm as such information, confidential and otherwise, cannot be retrieved once made public by
Karalls.
i

10.

14

'"""' "'"' '"""' ..,..

15
16
17

SUBSCRIBED and SWORN to


before me this &J
day of
June, 2014.

18
19

Nor

YPIJeuc

20
21
22
23
24
25
26
27
28

3
000060

EXHIBIT "4"

EXHIBIT "4"
000069

Page I of I

E-File & Serve Case Contacts

ra

Regional austice -een'i:er. - -

:;-:::

:.>00 L1'.,S .\,,;:m.;t LU'>

-:> -

Eighth Judlrl11l Dls1ritt t"our1

Las Vi1!1J,..S Jus1lre Court

E-Service List for Case

... .,...,

to

ESOI'Vko M81Ur IJst

nutl Pregame u.c. Plalntftf{s) n. :John Karalls, oerendantfsl


Dennett Wlnspear

tor1taa NbiM

Conmct EIMD

R""

Em.:JII

Oeb::BPou

Dennett. Wlnspeat, UP

--

"""'-

""'"

fl!me-Mr:!''f1C!l!'!f:!JWI!!S m

DenneltWJnspear

Email

""""

ll!!'f!!lxjlwngh!fnyro W!!

https:f/wiznet wiznet.comiclarknvfServiceContactFrameSubmit.do?caseid=4 I 2 I 173

000070

9/22/2014

t:.

Jeff Galliher
rrom:

_o:

Subject:
Attachments:

Jeff Galliher Ogalliher@dennettwinspear.com]


Friday, August 29, 2014 1:55 PM
'generai@PandBLawyers.com'
Pregame LLC v. Karalis
14-07-09 complaint- filed.pdf; 14-07-16 Mtn for temp restraining order.pdf; 14-08-04 filed
tro.pdf; 14-0B-15 Extended TRO.pdf; 14-06-19
of service.pdf; Prokopius
08-28-14.pdf; 14-08-29-order to show cause. pdf; 14-08-29 TRO.pdf

Mr. Prokopius:
Attached please find my correspondence of yesterday's date along with other documents related to this case.
Regards,

Jeffrey L. Galliher, Esq.


ATTCRNJ:VB

AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.11 00 voice
702.839.1113 fax

Th1s message and any aUachmenls nra inlondcd only for lhc usc of the 1ndivit1ua1 or entity lo which they me odOressod lf Ule re(lder of this message or an
attachment Is not the intended recipient or lho omployae Of agent responsible for delivorinu U\o mossogo or nnnchment to the 1nlended rocrpient you are hereby
notified ttlat nny dlssamiMIIon. distribution or copy1ng ollhis message or My attar..hnu.mtrs strictly prohlbr!Qr:l. If yotJ hnvo mcel11ed this communication in error.
please notify us Jmmedialofy by repfyjng to the sender. Tile infonnntmn !mnsnuUcd m th1s message and any attachments nmy be priv1l<!gCd, is mtenclcd only for
the personal and confidential use of the intended redpienls. ilnd 1S covcr<XI bY the
Commun1cal!Ons Fnvacy /\ct, 18 U.S,C. 25102521.

000071

Jeff Galliher
Alex Gomez [Aiex@PANDBLAWYERS.COM]
Jeff Galliher
Friday, August 29, 2014 2:43PM
Read: Pregame LLC v. Karalis
Your message
To: Alex Gomez
Subject: Pregame LLC v. Karalis
Sent: Friday, August 29, 2014 1:54:32 PM (UTC-08:00) Pacific Time (US & Canada)
was read on Friday, August 29, 2014 2:42:32 PM (UTC-08:00) Pacific Time (US & Canada).

000072

EXHIBIT "5"

EXHIBIT "5"
000073

Page I of I

E-Filing E-Service Details 2

E-Servlce Details of filing titled:


Order Extending Temporary Restraining Order and Setttfng Hurlng on Motion for Preliminary Injunction
far case Number A14703627C Pregame LLC, Plalntlff(s)Vs.John Karalis, Defendant(s)

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EXHIBIT "6"

EXHIBIT "6"
000075

Page 1 of2

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Location : District Court Civil/Criminal HelD

REGISTER OF ACTIONS
CASE No. A14-703627C
P"'ll"""' LLC, PlalnUI!js) vs. John Karalls, Defendant(s)

Case Type; Other Contract

Dale Filed: 07/1012014


Location: Department 4
Cross-Reference Case A703627
Number:

PARTY INFORMATION

Counter

Karalls, John

L-

ttorneys

conn W Prokopluo
Retained

Claimant

702-474-0500{W)

Counter
Defendant

Prvgame LLC

Jelfnly L. Galliher
Retained
702243-5282{W)

Defendant

Karalls. John

Donn W Prokoplus

Rote/ned
702-474.0500{W)

Plaintiff

Pregame LLC

Jeffrey L. GanJher
R&tained
702243-5282(W)
EVENTS & ORDERS OF TilE COURT

0912312014 All Pending Motions (1 0:00AM) (Judicial Off!COr Becl<er. Nancy)


Minutes
09/2312014 10:00 AM
Also present: Randall Busack, Representative for Plaintiff

Prvgame, LLC PLAINTIFF'S PETITION FOR AN ORDER


TO SHOW CAUSE WHY DEFENDANT SHOULD NOT
BE HELD IN CONTEMPT (WITH AN ORDER
SHORTENING TlME) ... OEFENOANrS OPPOSITION TO
PLAINTIFF'S PETlTlON FOR AN ORDER TO SHOW
CAUSE WHY DEFENDANT SHOULD NOT BE HELD IN
CONTEMPT AND OEFENDANrS COUNTER MOTION
FOR HIS ATTORNEYS FEES AND COSTS Court noted
there were some legal Issues regarding procedure raised
in opposition to the Order To Show Cause, and requested
counsel address those Issues to detennine whether the
Order To Show Cause Hearing could proceed. Mr.
Prokoplus argued that his client was nevar served with the
Extended Temporal}' Restraining Order. Additionally, Mr.
Prokoplus argued that II was inappropriate lor Mr. Ga!Uhar
to have signed tho Atfidavft attached lo tho Order To
Show Cause, as It should be the party Mr. Karalla's
behavior was affecting lhatslgnod tho Affidavit. Mr.
Prokoplus concluded that Plaintiffs request for contempt
failed, as tho Affidavit did not contain spoclllc aUegaUons.
Mr. Galliher argued that thera was a sworn Affidavit from
the process server stating that Mr. Karalls was served
wtlh the Extended Temporary Restraining Order. As to the
of tho Affidavit, it spociOcally stated thai Mr.
Karalls continued to utilize Pregame LLC's Twitter
account for business purposes, which was prohibn.ed by
the Temporary Restraining Order. Court Found that the
Affidavit In this case was unclear as to whether counsel
had personal knowledge of Mr. KraUs's acllons, and
vague regarding the aftegations that Mr. Karalls was
providing information to other companies. As to the
Twitter acc::ount, wllh the attachment of the screen shot
from the Internet, along with counsers. Affidavit, Court

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Found there was enough to satisfy the Affidavit


requirement. As to the service issue, Court Found there

was suffldent information for the tssuance of the Order to

Show Cause, and there was proof of service on the


original Temporary Res1ralnlng Order and lhe fimt
Extended Temporary R!i$lraining Order; therefore the
issue became whether the adivity on the Twitter account
showed a v;olalion of the firsl Extended Temporary
Restraining Order. Pursuant to the Court's Findings,
COURT ORDERED Dafendanrs Motion to Slrike the
Order To Show Causa DENIED; Hearing to proceed on
lhe limited Issue of the Tweets whtch were posted. John
Karalls SWORN and TESTIFIED. Exhlbils presenled (see
worksheet). Arguments by counsel regarding Defendanfs
testimony and whether the burden for contempt had been
met. COURT Found there was a wHWul violation oflhe
Temporary Restraining Order, and Found Defendant was
In Contempt of Court. Pursuant to the Court's Findings,
COURT ORDERED an award of sandtons In favor of the
Plaintiff against the Defendant, as follows: $1,000.00, pluo
Plaintiff's attorney's fees and costs for having to bring the
Motion for Temporary Restraining Ortler. any payment of
the sanctions lo be STAYED pending a decision on
Defendant's Motion lo ReheariReconstder, currenUy set
on Oclober 30, 2014. COURT FURTHER ORDERED Mr.
Galliher to submft a Memorandum of Costs pursuant to

the Brunzell Fadors. Mr. Galfiher to prepare the Order.


parfiesPresent
Return to Register of Actions

000077

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EXHIBIT "7"

-:r:
EXHIBIT "7"
000078

..
1
2
3
4
5

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
Jgelllher@dennettwlnspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone: (702) 839-11 00
Facsimile:
(702) 839-1113
Attorney:; for PlalnUff Pregame LLC

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAMEUC,

10

Plaintiff,

11

vs.

12

JOHN KARALIS,

13

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>

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<

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case No:

Depl

No:

DefendanL

AFADAVIT OF RANDALL J. BUSACK IN SUPPORT OF !EMPOBARY RESTRAINING


ORDER AND PRELIMINARY INJUNCTION
1.

Affiant Is lhe Managing Member of Pregame LLC, a Manager-Managed Nevada

umned Uabmty Compeny and Plaintiff herein.

Belr professionally.

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2.

Affiant uses the name of "RJ

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3.

Affiant is over the age of 1B years and can testify to the matters herein of his own

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personal knowledge lf called upon to do so.


3.

Affiant provides this Affidavit in support of Pregame UC's Motion for Temporary

Restraining Order and Preliminary Injunction filed herewith.


4.

Plaintiff

operates

website

residing

on

the

world

wide

web

at

24

"www.pregame.c:om (hereinafter 'pregame.com' or 'the website"). Through the website Plaintiff

25

provides sports related content of Interest to sports fans and sports bettors.

Some of that

content is provided free of charge to viewers of the website and other content, designated
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'premium content, can only be accessed through a paid subscription.

Premium content

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'

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>

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..

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<

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subscrlption fees are a main source of revenue for Plaintiffs business. Plaintiff obtains the
content from contracted content providers Including Defendant John KaraOs.
5.

On or about June 18, 2012 Pregame LLC entered into a Content Services

Agreement ("the Agreemenr) With Defendant Karans, and In or around 2009 Pregame LLC
entered Into a Social Network Addendum ("the Addendum") With Defendant Karalls.

The

Agreement and the Addendum are attached to Pregame UC's Motion for Temporary
Restraining Order and Prefuninary Injunction as Exhibits "A" end
6.

e, respectively.

By Hs express terms the Agreement was to continue for a period of 5 yean;,

tennlnatlng in June 2017. The Agreement followed a previous slmftar contract between the
parties which was replaced by the Agreement The parties have operated under the current and
previous contracts tor a period of several years without incident
7.

Pursuant to the Agreement Defendant Karaiis granted Plaintiff an exclusive

license to "publish, display, reformat and dlstnbute" all sports related content generated by
Defendant KarafJS, as weU as the right to bundle such content With that of other providers. In
addillon, the Agreement provides thai Karalis

may not publicly disclose infonnalion related to his

relationship With Pregame LLC, that Karalls will not undertake any conflicting obligations, and
that Karalis Will not attempt

to induce employees or customers of Plaintiff to leave Pregame LLC

or pregame. com. The Agreement further restricts Kalarls' use of the Nom De Gambling 'Vegas
Runner".
6.

Pursuant to the Addendum Plaintiff was entitled to be the registered account

holder of any Social Site accounts, including Twitter handles, utiflzed by Defendant Karans in
connaction With the production of content Karalls was further obligated to provide the current
username and pa$SWOrd for all such accounts to PlalnHfl and was prohibited from changing safd
passwords Without Plaintiffs prior written consent Karalis was also forbidden from referencing

any third party competitor to pregame.com on Social Sites without prior written consent of the
Pregame UC. The Addendum includes a liquidated damages clause specifying damages for
each and every violation of the provisions outlined In this paragraph.

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9.

On or about June 18, 2014 Defendant Karalls attempted to "resign from his

contractual relationship with Pregame LLC. Upon information and belief Karalis was induced to
do so by an offer from a direct competitor to Pregame LLC. Since that time Karalis has engaged
In conduct in direct violation of his obligations and Pregame LLC's rights under the Agreement

Those violations have been ongoing and continuous and have caused substantial damage to
Pregame LLC. The nature of the damage to Pregame LLC is imaparable inasmuch as the
content which Karalis is obligated to provide to Pregame LLC for distribution is being provided to
a competitor.

Once distributed to the public by the competitor such content cannot be

"undistributed" and the value of that content Is lost to Pregame LLC forever. in addition, the

going disclosure of information related to Pregame LLC by Karalls further results in irreparable
harm as such information, confidential and otherwise, cannot be retrieved once made pubfic by
Karalls
1o.

Further your Affiant sayeth naught

14

.z

0
<

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Oil-

SUBSCRIBED
SWORN to
before me this 00
day of
June, 2014.

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NOTYPUBLIC
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3
000061

EXHIBIT "8"

EXHIBIT "8"
000082

Page I of I

Skio to Main Content LOQOut Mv Account Search Menu New District CIVl!ICrimmal Search Refine
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Loca110n ; DISinc'l Court CiVi!JCriminal HelD

REGISTER OF ACTIONS
CASE No. A-14-703627-C

Pregame U.C, Plalnllff(s) va. John Karalls, Oefendant(s)

Case Type: Othar Contract

Date FQed: 07110/2014

Location: Department 4

c.,...Rerorence ca.. Number. A703627

FAATY

Countor
Claimant

Karalls, John

Lead Attomeys
Donn W Prokoplua

Retained

702-474.Q501l(W)
Countor

Pregame LLC

Defendant

J&ffrey L. Galliher
Retained

Defendant

702243-52B2{W)

Karalls, John

Donn W Prokopius
Retained

702-474.Q500(W)

PlalnUft'

Pregame LLC

Jaffrey L. Gallihor

Retained

702243-52B2{W)

Plaintiff's Motfon

0911112014 10:00 AM
Also PfQS8nt RandaD BIJ58c:k, Representative for Plaintiff
Pregsme UC; Es1ela Sandoval, Private Investigator AI the
Court's request. Mr. Gal6her detailed the steps ta)r.en to provide
proper service in this case as follows: A$ to the serving of !he
Summom; and Complaint and lhe TemporBfy Res1Jainillg Order,
Mr. Karalis was served by E5tela warren, a Private Investigator.
on Aug\lst 16, 2014, with proof of the service documanled in a
vldeo taken by Ms. warren and n a
affidavit
Additionally, Mr. Prokoplus rnacle an appearance in !his case.
and was subsequently emailed a ccpy of the Summons and
Complaint, the Temporary Restraining Order, and the Motion for
Preliminary Injunction, with Mr. Galliher receiving a read reteipt
for his email from
Mr.
afso noted
that he sent a ccpy of Ule Summons and Complaint. the TRO,
and the Motion l'or PretirrWmuy h'liunc:tion lC Mr. ProkopWs via
United Stittes Mall. Mr. Galliher presented his email along with
the read receipt to the Court documents marked as an e.xl'libit
(see wor1tSl'lecl). COURT accepted Mr. GaUihe(s
repraentations regarding service and indicated that Mr. GeJiiher
c:outd proceed with the instant Motion. Mr. Galliher argued in
support of the Motion, stating that Mr. Karalis was providing his
services to a competing t:QI'T1Pa"Y while h.is cantmd with
LLC was stiH fn effect. Furthennore, Mr. Karans
chaRged lhe password to Pregame LLC's. Twitter handle, end
continued co have sole and exdusiva c:ontrol over it. despite it
being the: Bxc:IU$ive inteltectvat property of Pregame LLC. As
part of the Preliminary Injunction, Mr. Galliher requested Mt
Karails be ordered CO provide Prega.rne LLC with the password
to Pregame LLC's Twitter ac:count COURT ORDERED Motion
GRANTED; Defendant John Karalis IS hereby ORDERED to
provide the password for Pregame LLC's Twitter account to
Pregame LLC. Mr. Galliher to prepare the Order

Parties Present

Retum to Resister of Actions

000083

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EXHIBIT "9"

EXHIBIT "9"
000084

Jeff Galliher

1/fo* (
rom:

<..

Sent:

To:
Subject:
Attachments:

Jeff Galliher Ugalliher@dennettwinspear.com)


Tuesday, September 16, 2014 4:53PM
'generai@PandBLawyers.com'; 'Donn@PandBLawyers.com'; 'Jeremy@PandBLawyers.com'
Pregame LLC v. Karalis Preliminary Injunction
14..09-16 Prokopius Preliminary lnjunction.pdf; 14..09-16 Preliminary lnjuncUon.pdf

Mr. Prokopius:
Please see my attached correspondence and a file-stamped copy of the court's Preliminary Injunction entered by Judge
Earley today.
Regards,

Jeffrey L. Galliher, Esq.


Al'TCRNCYS

AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.839.1113 fax

This massage and any attachments are intended only for the use of the individual or entity Ia which thoy are addressed. If the mador of this message or an
utlachment is not the intended recipient or lhe emp!oyca or agunt responsible for deh ... ering I he message or attachment to lilD intended rccipie!ll you are hereby
notified that any dissemination, distrtbulion or copying of this message or any attacJunent Is strictly prohibiletl. If you tlave received !his communication In en or.
please noUfy us lmmedialely by replying to the sender. The information transm1tled in this message and any atlachmenls may be privileged. fs intended only for
the pen;onal and confidential use of the intendeQ: recipiunls, and is covered by lhe Ele<:tJonic Communications Privacy Act. 16 U.S.C. 25102521

000085

"

ATTORNEYS

AT

LAW

A L1Hn1:"D lJADit..f7Y L,a,W .... RTNr:A:JHIP


IHCI.UDftoJD I='AIJn:Dil!QN'""'- C:OA'PCRATJOND

Rr:PLY Ta:

JEFFREY L. GALuHER. eso..


iqa!Hher@denneltwinspear.com

September 16, 2014

Sent Via Electronic Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
Fax(702)951-8022
general@PandBLawyers.com
Donn@PandBLawyers.com
Re:

Pregame LLC v. John Karalis


Case No.: A14-703627

Dear Mr. Prokopius :


Attached please find a true correct copy of the Preliminary Injunction entered
against your client in the above-referenced matter.
Please note that, among other things, Mr. Karalis is ordered to immediately tum
over control of the Twitter account associated with the Twitter handle @Vegas Runner to
my client and to provide all associated account information, including but not limited to,
the current operational password to my office within 24 hours of this service upon you.
Therefore I will expect you to deliver the ordered information either by courier or
electronic mail to my attention no later than 5:00 p.m. tomorrow, Wednesday
September 17, 2014.

Very truly yours,

her, Esq.
JLG:ta

3301 N, BUf'f'AUJ ORN't, SUITE l9S

til LAD VEiA.3, NV

B WWW".OOiNETTWINBPEAR.COM [;;; TEt.: 702.839.1100 [iJ f"AX:

Jeff Galliher

! ,..rom:
Subject:
Attachments:

Jeff Galliher Ugalliher@dennettwinspear.com)


Wednesday, September 17, 2014 5:28 PM
'generai@PandBLawyers.com'; 'Donn@PandBLawyers.com'
Pregame LLC v. Karalis
14-09-17 Prokoplus.pdf

Importance:

High

Sent:

To:

Please see my attached correspondence.

Jeffrey L. Galliher, Esq.


ATTCRNE'YB

AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.839.1113 fax

This massage and any alladlmcnts are


only for the uso oflflo indiYidual or cn!JIY to whiCh they
adorossed. If the reader of !his message or an
attachment is not thD Intended recipient or the ernployeo or agent responsib!o for defivonng the message or auachmenl to the inlended recipient you are hereby
notified that any dissemination. distribution or C<IPying of !his message or any attachment is strictly proh1b1tCd. If you havo received this communitallon in error.
please notify us Immediately by ropl)1ng lo the sender. Tile lnfonnotion transminerl tn lhts rn(lssage Mid any allochments may be privileged. is intended only for
the personal and confidenlial use or lhe Intended recipients. and is covered by the E!eclron!c Communications Privacy Act. 18 U.S.C. 251 02521.

000087

ATTORNEYS

AT

LAW

A LIMITCO LI....UILIT'!' I.Jo.W PAitT..,CA6t<jlg


fHCI.I.IDINO
CDRPDQATIDND

JEFFREY

l. GAWHER, Eso..

igaltiher@dennellivlnsAAar.com

September 17, 2014

Sent Via Electronic Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
Fax (702) 951-8022
generai@PandBLawyers.com
Donn@PandBLawyers.com
Re:

Pregame LLC v. John Karalis


Case No.: A-14-703627

Dear Mr. Prokopius :


This follows my correspondence of yesterday regarding the above-referenced
case. More than 24 hours have now elapsed since I served you with the Preliminary
Injunction entered against Mr. Karalis which required him to immediately tum over
control of the Twitter account associated with the Twitter handle @Vegas Runner to my
client and to provide all associated account information, including but not limited to, the
current operational password to my office. As of the writing and transmission of this
correspondence I have received no response from you.
Please be advised that if the foregoing information is not received at my office by
noon tomorrow I will file a supplement with the court outlining Mr. Karalis' outrageous
behavior in continuing to ignore the Court's duly issued orders and request that the
same be addressed at Tuesday's show cause hearing.
Very truly yours,
DENNETT WINS PEAR, LLP

JLG:ta

33tJl N, BUITAlO DAI'v, SUITE 195 CiiJ LAS VaJAB, NV S'E1129 tl WWW.OENNCT"lWINSPEAA,COM li!

702.939.1 100 :.U

r.c.x:

702:,939,11) J

000088

EXHIBIT "1 0"

EXHIBIT "1 0"


000089

Jeff Galliher
From:
Sent:
To:
Subject:
Attachments:

Jeff Galliher Ugalliher@dennettwinspear.comj


Friday, September 19,201412:11 PM
'Donn Prokopius'
RE: Pregame LLC v. Karalis
14-09-19 prokopius twitter delete .pdf

My correspondence is attached.

Jeffrey L. Galliher, Esq.


AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.11 oo voice
702.839.1113 fax

This message and any attachments are intended only for lhe use of the individual or entity to which Uwy are addressed. If the reador of this message or an
anachmenl is not the intended recipient or the employee or agent responsible for delivering the message or altEJ.chment to lhe intendod recipient you are tmreby
or copying of this message or any attachment Is strictly prohibited, If you have received this communicalion In error,
nolffied that any dissemination,
please notify us immecnately by replying to the sender. The infonnation transmihed in this messOJgo and o.ny attachments may be privileged. is intended onfy for
the personal and confidential use of the intended racipienls., and is covered by the Electronic Communiciltions Privacy Act. 18 U.S.C. 25102521.

From: Donn Prokoplus [ma!lto:Donn@PANDBLAWYERS.COM]

Sent: Thursday, September 18, 2014 3:24PM


To: Jeff Galliher

SUbject: RE: Pregame LLC v. Karalls


Dear Mr. Galliher:

I am in receipt of your letter. I have not even had the chance to meet with my client to get that information. He will be
in the morning. I will correspond at that time.
Sincerely,
Donn W. Prokopius, Esq.
From: Jeff Galliher [mallto:lgalllher@dennettwlnsoear.coml
Sent: Wednesday, September 17, 2014 5:28PM
To: general; Donn Prokoplus
Subject: Pregame LLC v. Karalis
Importance: High
Please see my attached correspondence.

Jeffrey L. Galliher, Esq.


I

000090

\;\[IN SPEAR
A T T C R N E V S

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.839.1113 fax

This message aod any allachments aro intended ol'l/y ror rna use of the lndividual'or en!rty to vlhi<:h they am addressed. If the reader of !his message or an
aHachmenlls not the i!'ltended recipient or the employee or agent respoi'ISib!e for de!ivonng the rncssage or attachment to the mtendcd reCipien1 you are hereby
notified that any dissemsnation. distnbution or copying of lhi message or any attachment ts striclly prohtbitcd. If you have rQCeived this communication in error.
please notJfy us Immediately by replying to the sender. The information tlansmilled in lh!S messago ana any allachmenls may be privllegod, is intended only for
the personal and confidential use of the intended recipie!'lts . .ond ls covered by ttle Efeclronic Communications Privacy Act. 18 U.S.C. 2510-2!121

000091

ATTORNEYS

AT

LAW
I=ICPI..V TO:

A l.I... ITCD LrAtULfrT l,p.W P,..,RTNI:RI:IHIP


INC:I.UPINO
aQj:fPCRATION!I

JeFFREY

l.. GALLIHER, Eso ..

lgaffiher@denngltw!nseear.oym

September 19,2014

Sent Via Electronic Mail


Donn Prokopius, Esq.
Prokopius & Beasley
931 S. 3rd Street
Las Vegas, Nevada 89101
fa)( (702) 951-8022
generai@PandBLawyers.com
Re:

Pregame LLC v. John Karalis


Case No.: A-14-703627

Dear Mr. Prokopius :


I have just discovered that the Twitter account for the twitter handle
@VegasRunner was deleted this morning.
Your client was required to provide the account information to me, including the
password, two days ago. Instead of complying with the court's order of which you have
been aware for several days Mr. Karalis has taken action in direct violation of the very
clear requirements of the Preliminary Injunction. Based upon your e-mail to me that you .
were scheduled to meet with him and the untimely "opposition" served this morning I
must assume that he took such action upon advice of counsel.
If that is indeed the case, it was extremely poor advice. That account was an
asset belonging to my client. The Social Network Addendum which is the subject of this
suit makes that quite clear. The court's issue of a Temporary Restraining Order and
subsequent Preliminary Injunction in this case indicates that the court has made a
determination that my client has a reasonable likelihood of success on the merits of its
case. Your client's actions this morning are akin to burning down the house in a
property dispute case.

If it is within your client's power to restore that account I suggest he do so

3301 N. eurvALC CArvE. Surrt 195 B LAS VEBAS. NV 8912'3

!::

WWW.DEHN51TWIN5PU.R.C0Jot !':] Ttt.: 702.S39,1lDC jz r.u;:

11 13

Donn Prokopius, Esq.


September 19,2014
Page 2 of2
immediately. He must also provide with the current password for any revived version
pursuant to the court's duly issued order.
Very truly yours,
DENNETT WIN SPEAR, LLP

JLG:ta

NeW ADDiti:DD BllliiNNUIQ o.IUI'IIII!I:. 1 o ZD 1 01

3:1101 No UurP'.aLD DRIVE. llUITE 1 OS


L.A8 'VCU-'D, Nr;Y40A D!i 139
3::J2l N, DurrAI..O OAIYC, SuJTC I[][]

LAI:l VCGAt:l. NV 89 I 29

WWW,OI:NNrTTVI\NBl'CAR,CO!ot l' TC:I.: 702.939.1 l 00 .

.-AJ<: ?D:::,Q3<J,l I I ::J

000093

EXHIBIT "11"

EXHIBIT "11"
000094

Jeff Galliher
From:

Sent:
To:

Cc:
Subject:

Jeremy Beasley [Jeremy@PANDBLAWYERS.COMJ


Friday, September 19, 2014.1:21 PM
jgalllher@dennettwinspear.com
Donn Prokopius
Re: Pregame v. Karalis

The @VegasRunner log in: Greek_7777


Password: karmakarma
Sent from my iPhone
>On Sep 19, 2014, at 12:46 PM, "Jeremy Beasley" <Jeremy@PANDBLAWYERS.COM> wrote:
)

> Mr. Galliher,


> We are in receipt of you last correspondence and I must inform you that even though what we
discuss with our client is confidential (as you should know) we never advised Mr. Karalis to
delete, remove or close the @VegasRunner account. So your unprofessional assumptions are
incorrect and unwarranted.
)

> I have spoken with Mr. Karalis and he is currently attempting to re establish (if possible)
the account and will provide all passwords to me and I will forward the same to you by this
afternoon.
)

> Jeremy R. Beasley, Esq.


)

> Sent from my iPhone

000095

EXHIBIT "12"

EXHIBIT "12"
000096

hnps://tw iuer.com/Greek_Gambler

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000102

GiwmiTheGreek on Twilter. "I'm right here my man ..doing what llo...

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000103

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10/l/2014 10:28 AM

EXHIBIT "14"

EXHIBIT "14"
000104

Jeff Galliher
Donn Prokopius [Donn@PANOBLAWYERS.COMJ
Thursday, September 18, 2014 3:24PM
Jeff Galliher
RE: Pregame LLC v. Karalls

From:

Sent:
To:
Subject:
Dear Mr. Galliher:

I am in receipt of your letter. I have not even had the chance to meet with my client to get that information. He will be
in the morning. I will correspond at that time.
Sincerely,
Donn W. Prokopius, Esq.

From: Jeff Galliher [mailto:lgalllher@dennettwlnspear .com)


Sent: Wednesday, September 17, 2014 5:28PM

To:

general; Donn Prokopius

Subject: Pregame LLC v. Karalls

Importance:

High

Please see my attached correspondence.

r'

Jeffrey L. Galliher, Esq.


ATTDRNCYS

AT

LAW

3301 North Buffalo Drive, Suite 195


Las Vegas, Nevada 89129
702.839.1100 voice
702.839. 1113 fax

This message and any altnchmcnts ore intended only for the uso of lhe individual or entrty to wh1ch they nro .1ddrosscd. If the render of lfl!s messnge or an
artadnnent is not tho !ntonded recipient or lhf) employee or agellf responsible for da!ivonng the moss11gu or n!lachmcnt to tho mtcm:led
you are hereby
notified that any dlssommalion. distribution or copymg of !hi$ message or any allacomcm 1s stricUy proM)tted. II yo\1 h<tvc recatVed this communication u1
please notify us immediately by replying to the sencter_ Tho infonnation transmllted Ullhts message nnd <lnY aUachments may be privileged, is intended only fo1
the personal and confidential use of the Intended red plants. and Is covered by the ElectrOnic Communications Pnvacy Act, 16 U.S.C. 25102521.

000105

EXHIBIT "15"

EXHIBIT "15"
000106

- - - - -.......................

----

DENNETT WINSPEAR, LLP


at Law
330 I N. Butr.1lo Drive, # 195
Lns Vegas, Nevada R9129

TO:

john Karalis
0055 Sapphire Cove Avenue
Las Vegas, Nevada 89117

NIXIE

891172030-lN

OB/14/14

RETURN TO SENDER
ID!CLAIMED
UNABLE TO FOIUIARD
RETURN TO 8:S:Nl1ER

m.. u.l.l.llolol.lllllullolul.llulllulllulllulllolollolollloltll

,_

--

--

.... --.. ..:......

....... .

"'
0

,_.
c-

0
0
0

<" .

......

r,p
r-'

.po

, SENDER: COMPLETE THIS SECTION


Complete Items 1, 2, and 3. Also complete

Item 4 II Rostrlcted Delivery Is desired.


m Print your name and address on the reverse
so that we can return the card to you.
Attach this card to the back of the maltpfece,
or on the front If space permits.

A Slgnaturv

X
B. Received by ( Prlnt&d Name)
D. Is delivery address differtlfll from item 1?
0No
If YES, enter delivery addi'EISS below:

1. Anlcle Addf'e9.9ed IO:

3. Service Type
Mall

0Regls1erod
0 Insured Mall

2. ArUele Numbor
(TfBIJsfer from S91'\1fce la

7009 1410 0000 0236 8450

.:

.'

t.-

.
l
...
_

. , ,.>
.\

Ill II 11111111111111111111111111111111111

DENNETT WINSPEAR, LLP


1\uomcys a! l:Jw
3301 N. Bunalo Drive, "195
Las Vegas, Ncvadu R9129

TO:

john K<Jmlis
4575 Dean Martine Drive
Unit 3208
Las Vegas, Nevad<l 09103

ij.91032043lN

06/0l/H

RETURN TO SENDER

INSUFFICIENT ADDRESS
UNABLE TO FORWARD
RETURN TO SENDER

lllulf,f,f,lf,f,f,flflf,lf,fulollnllfnllfnlllulll,l,lf,l,lll,l,fl

AUG 0 4 2014

..

SENDER: COMPLETE THIS SECTION

rYl (;/ I

Complete lterna 1, 2. and 3.Aiso complete

Item 4 If Restricted Delivery Is desired.


a Print your nome and address on the mvetse
so that we can return the card to you.
Attach this card to the back of the maHplece,
or on the front if space permits.

.:Tc:Hi\1 KA

ALi s

J./'.)'7 5 bow nw.:.r;,..;


U.N IT 3;)..0 'iJ

B. ROC9tvod by (Printed NtJme)

DAgen!
0Addmsee
C. Date 01 Dellvmy

D. Is deliYefY addrws dlflernnt trom Hem 1? Cl Yes


0 No
If YES, enter detlvery addmss below:.

ue.

.
f\1 V if./ I() 3

l/l.s

3. Senttte Type

ExPI'09s Mall

0 Registered

JlA. Return Receipt fat Merchandise

0 lnsunld Mait

DC.O.D.

4. Restricted Delivery? (Extra Fw)

2. .Article Number
(ThJnsfer from

Iobei}

DYos

7009 1410 DODD 0236 8443

PS Form 3811, February 2004

..
.--.-

... '

:. -.
.

./"

"'

'

EXHIBIT "16"

EXHIBIT "16"
000111

https://twitter.com/Greek_7777

Vegas Runner on Twitter. "Vacation in parndise is officially over.. l'll ...

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Ed Smith @edwardjsmith01 Jut 27


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000112

I of I

1013/20142:11 PM

EXHIBIT "17"

EXHIBIT "17"
000113

Jeff Galliher
From:
Sent:
To:
Subject:

Debora Ponce [dponce@dennettwinspear.com]


Friday, October03, 20141:55 PM
'Jeff
FW: Status of Service: John Karalls (Ctrl# 8722504, Pregame

v. Karalis)

From: Dawn Valenda [mailto:dvalencia@firstlegalinvestlgations.coml


Sent: Monday, August 11, 2014 10:10 AM
To: deboraponce87@gmail.com; dponce@dennettwlnspear.com
SUbject: Status of Service: John Karalis (Ctrl# 8722504, Pregame v. Karalis)
Good Morning Debora:
Please see below for status of service on John Karalis at the two addresses provided. Let me know how you would like us
to proceed, thanks.
4575 S. Dean Martin Drive #3208:
8/6 5:38pm- The address Is a unit at Panorama towers (guard-gated hi-rise condos). The server was escorted to the unit
by security. There was no answer at the unit, no visible lights on inside and no movement/sounds heard. The escort
suggested attempting early Saturday morning.
8/7 7:11am- No change in status; still no answer, light or activity in the unit.
8/8 6:55pm- No change in status; stili no answer,light or activity in the unit.
8/9 8:23am- No change in status; still no answer, light or activity in the unit.
8/10 8:03pm- No change in status; still no answer, light or activity in the unit.
8055 Sapphire Cove Avenue:
8/7 8:39am- No answer at the residence. There were no vehicles present and no activity detected inside the house.
8/8 5:40pm- Same as above. No answer at the residence, no activity or vehicles.
8/9 9:22am -Same as above. The server made contact with a neighbor (next door), but the subject was unknown/name
unfamiliar.

Dawn E. Valencia
Process Manager, Las Vegas
First Legal Investigations
dvalencia@flrstlegalinvestigations.com
vegprocess@firstlegalinvestigations.com
702-6714002, EXT 3731 (0)
702974-2223 (F)
www.FirstlegaiNetwork.com
First Legal Investigation Licenses CA PI: 24171 AZ PI: 1551710 NV PI-PS: 1452
CONFIDENTIALITY NOTICE: This message and any attachments are confidential to the sender and addressee of this email and may be privileged information. If you received this email in error, do not copy, forward, disclose or use any part
of the message.

000114

EXHIBIT "18"

EXHIBIT "18"
000115

1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalfiher@dennettwlnspear.corn
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drfve, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for PlalntlfY Pregame LLC

8
7

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,

10

vs.

12

JOHN KARALIS,

">

15

z ..

..

Defendant.
AFFIDAVIT OF ESTELA SANDOVAL
1.

16
17

20

2.

provider was unable to serve defendant.

3.

4.

27
28

That on August 16, 2014 I served defendant John Karalls with a Summons,

Complaint and Order Extending Temporary Restraining Order in the form attached hereto.

5.

25
28

Affiant is over the age of 18 years and can testify to the matters herein of her own

personal knowledge if called upon to do so.

23
24

That on or about August 15, 2014 Elite Investigations was retained by counsel for

the Plaintiff in this action to effectuate service upon the Defendant after a previous service

21

22

Affiant Is employed by Erlte Investigations, Nevada Private Investigator's license

number873.

18
19

Case No:
Dept. No:

13
14

Ill a:

11

1- "'
1- z

Plaintiff,

That if called upon to testify under oath I could and would testify to the foregoing

under penalty of perjury.

Ill

Ill

000116

6.

Further your Affiant sayeth naught.

Estela Sandoval
Nevada Private Investigator #873

5
6

SUBSCRIBED and SWORN to


0
before me this 22J' day of
September, 2014.

..

J ,,J..!jef- - - - - - - - - - -

7
8

9
10

11

12

13
14
m

>

15

16

1- w
1- z

z Q
z "

0Ld ".

17
18
19
20
21
22

23
24

25

26
27

28
2
OOOi i 7

EXHIBIT "19"

EXHIBIT "19"
000118

1
2
3
4
5

JEFFREY L. GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-11 00
(702) 839-1113
Facsimile:
Attorneys for Pfaintlff Pregame LLC

DISTRICT COURT

CLARK COUNTY, NEVADA

PREGAME LLC,
Plaintiff,

10
11

..

12

... >"
... z
Ill
z
z .
Ul ..
0

15

vs.
JOHN KARALIS,

13

Defendant.

14

16
17
18
19

Case No:
Dept. No:

AFFIDAVIT OF JEFFREY L. GALLIHER, ESQ.


1.

Affiant is an attorney duly licensed in the State of Nevada and employed by the

law firm of Dennett Winspear, LLP, counsel for Plaintiff herein.


2.

Affiant is over the age of 18 years and can testify to the matters herein of his own

personal knowledge if called upon to do so.


3.

That the following information is provided for the Court's consideration in support

20

of Plaintiffs request for an award of attorneys fees and the calculation of the same under

21

Brunzefl v. Golden Gate National Bank, 85 Nev. 345,455 P.2d 31 (1969)

22

4.

That as a direct resuH of Defendant John Karalis' failure to comply with court

23

orders in this case it has been necessary for me to expend in excess of ten hours of my time,

24

billable to Plaintiff Pregame, to address Mr. Karalis' conduct.

25

5.

Affiant has been practicing law since 2003, including as lead counsel in several

26

complex commercial litigation cases and have served as a partner in three law firms. Affiant has

27

completed more than 15 jury and bench trials as first chair as well as dozens of arbitrations and

28
000119

1
2
3
4
5

mediations and as appellate counsel in Federal and State Court appeals. Affiant is rated as
"AV!Preeminent" by Martindale-Hubbell in the area of Litigation.
6.

including the filing and prosecution of a Temporary Restraining Order, a Preliminary Injunction
and a Motion for Contempt.

6
7

7.

B.

12

That if called upon to do so I can and will testify to the same under oath in any

court of competent authority.

10
11

That in responding to Plaintiffs motion for re-hearing I have expended 12 hours of

my time at my nonnal billing rate of $275.00 per hour.

8
9

The prosecution of this case has required substantial time and effort to date,

9.

That I hereby swear and attest that the foregoing is true under the penalty of

10.

Further your Affiant sayeth naught.

perjury.

13

14

>

11-
z

15

Ill

16

17

18

z 0

Jeffrey L.
Nevada B
SUBSCRIBED and SWORN to
before me this 6th day of
October, 2014.

Ill

19
20
21
22
23
24
25
26
27
28

2
000120

Electronically Filed

10/07/2014 02:04:24 PM

2
3
" 4
5

JEFFREY L GALLIHER, ESQ.


Nevada Bar No. 008078
jgalliher@dennettwinspear.com
DENNETT WINSPEAR, LLP
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Counter-defendant Pregame LLC

ClERK Of THE COURT

6
7

DISTRICT COURT

CLARK COUNTY, NEVADA.

9
10

PREGAME LLC, a Nevada Limited Liability


Company
Plaintiff,

11
<

12

.J

<
m
>

1- w
1- z
bJ

13
14

vs,
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

15

z c
z ..

16
17

Defendant.
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

18

Counterclaimant,

..

<

Case No: A-14-703627-C


Dept. No: IV

19
20

PREGAME LLC, a Nevada Limited Liability


Company
Counter defendant,

21
22

COUNTER DEFENDANT'S ANSWER TO COUNTERCLAIM

23

COMES NOW the Counter Defendant, PREGAME LLC, by and through their attorneys,

24

DENNETT WINSPEAR, LLP, and in Answer to the Counterclaim on file, admits, denies and

25

alleges as follows:

26

Ill

27

Ill

28

1
2
3
4
5
6
7
8
9
10
11

12

.J

>

11- "z
Ill

.
Ill .
0
z
z

13

PARTIES AND JURISDICTION

1.

Answering Paragraph 1 of The Counterclaim, Counter-defendant states that it

does not have sufficient knowledge or information upon which to base a belief as to the truth of
the allegations contained therein and upon said ground denies each and every allegation
contained therein.
2.

Answering Paragraph 2 of The Counterclaim, Counter-defendant admits each and

every allegation contained therein.


3.

Answering Paragraph 3 of The Counterclaim, Counter-defendant states that it

does not have sufficient knowledge or information upon which to base a belief as to the truth of
the allegations contained therein and upon said ground denies each and every allegation
contained therein.
4.

Answering Paragraph 4 of The Counterclaim, Counter-defendant admits each and

every allegation contained therein .

14
15
16

17
18
19
20
21
22
23
24
25
26
27

FACTS IN SUPPORT OF COUNTERCLAIM

5.

Answering Paragraph 5, 6, 7, 8 and 9 of The Counterclaim, Counter-defendant

denies each and every allegation contained therein .


6.

Answering Paragraph 10 of The Counterclaim, Counter-defendant states that the

allegations contained therein constitute conclusions of law and thus require no answer, however,
to the extent that they contain allegations of fact, answering Defendant denies each and every
allegation contained in said paragraphs.
7.

Answering Paragraph 11 and 12 of The Counterclaim, Counter-defendant states

that it does not have sufficient knowledge or information upon which to base a belief as to the
truth of the allegations contained therein and upon said ground denies each end every allegation
contained therein.
B.

Answering Paragraph 13 of The Counterclaim, Counter-defendant admits each

and every allegation contained therein.


9.

Answering Paragraph 14, 15, and 16 of The Counterclaim, Counter-defendant

28

1
2
3
4
5
6
7
8
9
10
11
<

"

..

13

14

<

ff-

>

z 0
z ..
w

12

<

15

denies each and every allegation contained therein.


10.

that the allegations contained therein constitute conclusions of law and thus require no answer;
however, to the extent that they contain allegations of fact, answering Defendant denies each
and every allegation contained in said paragraphs.
11.

18
19
20
21
22
23
24
25
26
27

Answering Paragraph 19 of The Counterclaim, Counter-defendant denies each

and every allegation contained therein.


12.

Answering Paragraph 20, 21 of The Counterclaim, Counter-defendant slates that

the allegations contained therein constitute conclusions of law and thus require no answer;
however, to the extent that they contain allegations of fact, answering Defendant denies each
and .every allegation contained in said paragraphs.
13.

Answering Paragraph 22 of The Counterclaim, Counter-defendant states that it

does not have sufficient knowledge or information upon which to base a belief as to the truth of
the allegations contained therein and upon said ground denies each and every allegation
contained therein.

16
17

Answering Paragraph 17 and 18 of The Counterclaim, Counter-defendant states

COUNT ONE-CONVERSION

14.

Answering Paragraph 23 of The Counterclaim, Counter-defendant realleges its

answers to Paragraphs 1 through 22 of The Counterclaim as if fully set forth at this point and
incorporates them herein by reference.
15.

Answering Paragraph 24 of The Counterclaim, Counter-defendant stales that the

allegations contained therein constitute conclusions of law and tihus require no answer; however,
to the extent that they contain allegations of fact, answering Defendant denies each and every
allegation contained in said paragraphs.
16.

Answering Paragraph 25 of The Counterclaim, Counter-defendant denies each

and every allegation contained therein.


17.

Answering Paragraph 26 and 27 of The Counterclaim, Counter-defendant stales

that the allegations contained therein constitute conclusions of law and thus require no answer;

28

1
2

however, to. the extent that they contain allegations of fact, answering Defendant denies each
and every allegation contained in said paragraphs.

3
4
5
6
7

8
9
10

COUNT TWO-UNJUST ENRICHMENT

18.

Answering Paragraph 28 of The Counterclaim, Counter-defendant realleges its

answers to Paragraphs 1 through 27 of The Counterclaim as if fully set forth at this point and
incorporates them herein by reference.
19.

Answering Paragraph 29 and 30 of The Counterclaim, Counter-defendant states

that the allegations contained therein constitute conclusions of law and thus require no answer;
however, to the extent that they contain allegations of fact, answering Defendant denies each
and every allegation contained in said paragraphs.

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15
16
17
18
19
20
21
22
23
24
25
26
27

COUNT THREE-INTENTIONAL MISREPRESENTATION

20.

Answering Paragraph 31 of The Counterclaim, Counter-defendant realleges its

answers to Paragraphs 1 through 30 of The Counterclaim as if fully set forth at this point and
incorporates them herein by reference.
21.

Answering Paragraph 32 of The Counterclaim, Counter-defendant states that the

allegations contained therein constitute conclusions of law and thus require no answer; however,
to the extent that they contain allegations of fact, answering Defendant denies each and every
allegation contained in said paragraphs.
22.

Answering Paragraph 33 of The Counterclaim, Counter-defendant denies each

and every allegation contained therein.


23.

Answering Paragraph 34 of The Counterclaim, Counter-defendant states that it

does not have sufficient knowledge or information upon which to base a belief as to the truth of
the allegations contained therein and upon said ground denies each and every allegation
contained therein.
24.

Answering Paragraph 35 of The Counterclaim, Counter-defendant denies each

and every allegation contained therein.


25.

Answering Paragraph 36 of The Counterclaim, Counter-defendant states that the

28

1
2
3

allegations contained therein constitute conclusions of law and thus require no answer; however,
to the extent that they contain allegations of fact, answering Defendant denies each and every
allegation contained in said paragraphs.

COUNT FOUR-DECLARTORY RELIEF

5
6
7

26.

answers to Paragraphs 1 through 36 of The Counterclaim as if fully set forth at this point and
incorporates them herein by reference.

8
9
10
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conclusions of law and thus require no answer; however, to the extent that they contain
allegations of fact, answering Defendant denies each and every allegation contained in said
paragraphs .
COUNT FIVE-INVASION OF PRIVACY

14

16

28.

incorporates them herein by reference .


29.

1.11

19
20

answer; however, to the extent that they contain allegations of fact, answering Defendant denies
each and every allegation contained in said paragraphs.
AFFIRMATIVE DEFENSES

22

FIRST AFFIRMATIVE DEFENSE

23

Counter-claimant has failed to state a claim upon which relief can be granted

24

SECOND AFFIRMATIVE DEFENSE

25

27

Answering Paragraph 50, 51 and 52 of The Counterclaim, Counter-defendant

states that the allegations contained therein constitute conclusions of law and thus require no

21

26

Answering Paragraph 49 of The Counterclaim, Counter-defendant realleges its

answers to Paragraphs 1 through 48 of The Counterclaim as if fully set forth at this point and

17
18

Answering Paragraph 38, 39, 40, 41, 42, 43, 44, 45, 46, 47 and 48 of The

Counterclaim, Counter-defendant states that the allegations contained therein constitute

13

15

Answering Paragraph 37 of The Counterclaim, Counter-defendant realleges its

Counter-defendant is not legally responsible for the acts and/or omissions of those
Counter Defendants named herein as fictitious and DOE or ROE Counter Defendants.

Ill

28

1
2

THIRD AFFIRMATIVE DEFENSE


Counter-defendant alleges that Counter-claimant failed to mitigate his damages, if any.

3
4
5
6

FOURTH AFFIRMATIVE DEFENSE


Counter-defendant alleges that the Counter-claimant cause of action as set forth in the
Counterclaim is barred by the Statue of Limitations as contained in Chapter 11 of the Nevada
Revised Statutes.

7
8
9
10

FIFTH AFFIRMATIVE DEFENSE


Counter-defendant alleges that the Counter-claimant has failed to timely plead this matter
and has thereby delayed the litigation and investigation of this claim to the prejudice of the
Counter-claimant, and accordingly, this action should be dismissed.

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15
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20
21
22
23
24
25
26
27

SIXTH AFFIRMATIVE DEFENSE


Counter-defendant alleges that at the time and place alleged in the Counterclaim,
Counter-claimant failed to pay any consideration for the contract which he now claims is
breached .
SEVENTH AFFIRMATIVE DEFENSE
Counter-defendant alleges that at all times relevant hereto, the alleged agreement
entered into between the Counter-defendant and Counter-claimant would be unenforceable and
in violation of the statute of frauds and therefore void.
EIGHTH AFFIRMATIVE DEFENSE
Counter-defendant alleges it has been necessary for the Counter-defendant to employ
the services of an attorney to defend this action, and a reasonable sum should be allowed
Counter-claimant as and for attorney's fees, together with it costs expended in this action.
NINTH AFFIRMATIVE DEFENSE
Pursuant to NRCP 11, as amended, all possible affirmative defenses may not have been
alleged herein insofar as sufficient facts were not available after reasonable inquiry upon the
filing of Counter-defendant Answer; and therefore, Counter-defendant reserves the right to
amend this Answer to allege additional affirmative defenses if subsequent investigation warrants

28

it.

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3
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TENTH AFFIRMATIVE DEFENSE


Counter-defendant alleges that it has not been guilty of malice, express or implied, such
that an award of punitive damages is improper.
NOTE: Some or all of the affirmative defenses above plead may have been pleaded for
purposes of non-waiver pending discovery. Other affirmative defenses may be added as
discovery continues.
WHEREFORE, the answering Counter-defendant prays for relief as follows:
1.

That Defendant takes nothing by way of his Counterclaim on file herein;

2.

For reasonable costs incurred in the defense of this litigation; and

3.

For such other and further relief as this Honorable Court may deem just and

proper in the premises.

13
14

DATED this

day of October, 2014.

15
16

DENNETIWIN

17
18
19
20
21
22

JEFFREY L. AL I ER, ESQ.


Nevada Bar o. 0
78
3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 69129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113
Attorneys for Counter-defendant Pregame LLC

23
24
25
26
27
28

CERTIFICATE OF SERVICE

1
2

Pursuant to NRCP 5(b) and EDCR 7.26, I certify that on this date, I served the foregoing

COUNTER-DEFENDANT'S ANSWER TO COUNTER-CLAIMANT COUNTERCLAIM on all

parties to this action by:

Facsimile

6
7

Mail
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Electronic Service

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9
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Donn W. Prokopius, Esq.


Nevada Bar No. 006460
Prokopius & Beasley
931 S. Third Street
Las Vegas, NV 89101
Phone No. 702-474-0500
Fax No. 702-951..g022
general@pandblawyers.com
Attorneys for Defendant John Karalls

14
15
16
17

An Emplo ee of DENNETT WIN SPEAR, LLP

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Electronically Filed

10/13/2014 10:54:42 AM

'

ORO
JEFFREY L. GALLIHER, ESQ.
Nevada Bar No. 008078
2
jgalli11er@dennettwinspear.com
DENNETT WINSPEAR, LLP
' 3301 N. Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-11 DO
(702) 839-1113
5 ! Fa<:simile:

CLERK OF THE COURT

Attorneys for Plaintiff Pregame LLC

6
COURT
CLARK COUNTY, NEVAD'\

PREGAME LLC,

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Plaintiff.

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ORDER OF CONTEMPT

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COMES NOW. the Court, having conducted a hearing on its Order to Show Cause l

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Cas<) No: A-14-703627-C


Dept. No: IV

14

7.

JOHN K.ARALIS, ........_,___

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18

issued on August 29, 2014, Plaintiff appearing by counsel, Jeffrey L Galliher. Esq., and by its

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representative Randall Busack. and Defendant appearing through counsel, Donn Prokopius,
Esq., and in person, and finds as follows:

19
FINDINGS OF FACT

20

That on August 1, 2014 this Court issued a Temporary Restraining Order in this casr;

21
prohibiting Defendant from utilizing in any way the Twit!f!f handle "@VogasRunner" and the Nom

22
de Gambling "Vegas Runner" or any derivative form thereof.

23

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That on August 14, 2014 this Court issued its order extending the Temporary Restraining

24
Order through August 29,2014.

25

That on August 16, 2014 Defendant was personally served v.1U1 the extended Temporary

26
Restraining Order.
27

That between August 16, 2014 and August 28, 2014 Defendant continued to utilize the

28

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Twitter handle "@VegasRunner".

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was willfuL

was in violation of the Temporary Restraining Order issued in !his case.

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CONCLUSIONS OF LAW

That Defendant's uliliZ<>tion of the Twitter handle "@VegasRunner" during said period

That the Defendant's utilization of the Twitter handle "@Vef)asRunner" during said period

Civil contempt "consists or a party's disobedience to a specific and ddinHe court order by

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failure to take all reasonable steps within the party's power to comply." RenrJ Air Raclnq Ass'n v. \
McCord, 452 F.3d 1126, t1:lO (9th Cir. 2006).

Disobedience or resistance to any

order... cons!llutes a civil contempt of court. See. NRS 22.010; Phillips

v.

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Welch, 12 Nev. 158;

Lamb v. Lamb, 83 Nev. 425 (HlG?) ("The pmvr,of courts to punish forcomcmpL.is inherent.)
A district court may enforce an injunction by subsequent contempt proceedings. City
Council v. Reno Newspapers, 784 P.2d 974 (Nev. 1989) "Upon the answer and evidence taken,
the Court ... shall determine whether the person proceeded against is guilty or the contempt
charged: See NRS 22.100(1). If contempt is found, in addition to any appropriate penalties,
"the court may require the person to pay the party seeking to enforce the ... order, the
reasonable expenses. including, without limitation, attorney's fees incurred by the party as a
result of the contempt." NRS 22.1 00(3).
A party claiming civil contempt must demonstrate that (1) the alleged contemnor violated
a court order, (2) beycnd subslan!ial compliance,

not based on good faith and reasonable

interpretation of the order, (4) by dear and convincing evidence. United States v. Bright, 596

F.3d 683.694 (9th Cir. 2010) "The court has wide latitude in determining whether \here has been'
con\emp\llOUs defiance of an orderi' Gifford v. Heckler, 741 F.2d 263, 266 ({th Cir. 1984)
!T IS HEREBY ORDERED, ADJUDGED AND DECREED that DeffJndant John Karalis is
hereby held in civil contempt of this Court's duly issued Order in the form or the Temporary
Restraining Order as extended.
IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis

28

shall pay a fine of $1.000.00 (oncHhousand dollars) with such fine to be stayed pending the
outcome of Defendant's Motion to Rehear/Reconsider or Set Aside the Preliminary Injunction
issued on September 11, 2014 currently set for hearing on October 30, 2014.

5
6
7

IT IS FURTHER ORDERED, ADJUDGED AND DECREED that Defendant John Karalis


shall pay to Ptain\i\l his a\torneys fees in the amount
amount of

1 1 I '07 '} .b

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with such payment to be stayed pending the outcome of

Defendant's Motion to Rehear/Reconsider or Set Aside the Preliminary Injunction issued on


September 11, 2014 currently set for h<"Jring on October 30, 20'14.

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... day of LLI!!Vv
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DATED this ......

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JEFFREY L GAL):.IHER, ESQ.
Nevada Bai,
Q081J78
3301 N. Buffalo Drive, Suite 195
Las Vegas. Nevada 89129
(702) 838-1100
Telephone:
Facsimile:
(702) 838-1113
Attomeys for Plaintiff Pregame LLC

21

Approved as to form:

22

PROKOP!US & BEASLEY

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and costs in the J

No.

\::-:', -...........
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By
DONN W. PROKOPIUS, ESQ.
Nevada Bar No. 006460
' 931 S. Third Street
Las Vegas, NV 891 01
Fax No. 702-951-8022

........_, -----------

Attorneys for Defendant John Kara/is

28
3

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Electronically Filed

03/02/2015 09:41:01 AM

1
2
3
4
5

JEFFREY L GALLIHER, ESQ,


Nevada Bar No, 008078
jgalliher@dennettwinspear,com
DENNETT WINS PEAR, LLP
3301 N, Buffalo Drive, Suite 195
Las Vegas, Nevada 89129
Telephone:
(702) 839-1100
Facsimile:
(702) 839-1113

CLERK OF THE COURT

Attorneys for Plaintiff Pregame LLC

6
DISTRICT COURT
7
CLARK COUNTY, NEVADA
8
9

PREGAME LLC, a Nevada Limited Liability


Company

10
11

Plaintiff,

Case No: A-14-703627-C


Dept No: XXIV

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JUDGMENT
Defendant
JOHN KARALIS, an Individual, DOES 1 through
20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,
Counterclaimant,

18
19

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JOHN KARALIS, an Individual. DOES 1 through


20; ROE COMPANIES 1 through 20; and ROE
CORPORATIONS 1 through 20, inclusive,

PREGAME LLC, a Nevada Limited Liability


Company
_ _ _ _,__________ Counter

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JUDGMENT

2J

Plaintiffs Motion to Reduce Award of Attorney's Fees to Judgment having been

24

submitted to the Court by Jeffrey L Galliher, Esq., of Dennett Winspear, LLP, counsel for Plaintiff

25

PREGAME LLC, no opposition having been filed by DEFENDANT John Karal\?,the Court' having

26

considered the pleadings and pursuant to EDCR 220, NRCP 698 and NRS 17,115, finds as

27

follows:

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1
2
3
4
5
6

THE COURT HEREBY FINDS that on October 13, 2014 the Court's predecessor {Dept.
IV) entered its Order of Contempt against Defendant John Karalis in this case. After holding
Defendant Karalis in Contempt of Court the Court further awarded Plaintiff PREGAME LLC
attorneys fees in the amount of $6,000.00 and costs in the amount of $1,137.96 with payment of
the same stayed until after the Court's ruling on Defendant's Motion to Rehear/Reconsider or Set
Aside the Preliminary Injunction issued on September 11, 2014.

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THE COURT FURTHER FINDS that on December 10, 2014 an Order Denying Motion to
Rehear/Reconsider was filed. Pursuant to that Order Defendant Karalis was ordered to pay the
award of attorneys fees and costs to Plaintiff in the total amount of $7,137.96 and the $1,000.00
fine imposed by the court within thirty days from the date of Notice of Entry of that order. On
December 11, 2014 Notice of Entry of Order Denying Motion to Rehear/Reconsider was filed.
Accordingly, on January 12, 2015 the time for Defendant to remit the award of attorneys fees
and costs to Plaintiff and pay the fine to the Court had passed.

Ill

Ill
Ill
III

Ill
Ill
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Ill
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III
III
Ill
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28

IT IS HEREBY ORDERED, ADJUDGED AND DECREED that Plaintiff PREGAME LLC's


2
3
4
5

award of attorney's fees in the amount of $6,000.00 and award of costs in the amount of
$1,137.96 are reduced to Judgment and that Judgment is hereby entered against Defendant
John Karalis and in favor of Plaintiff PREGAME LLC in the total amount of $7,137.96, with post
judgment interest to accrue on the same at the statutory rate until such judgment is paid in full.

6
7
8
9
10

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Submitted by:

12

DENNETT WINS PEAR, LLP

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Nevada
No.
3301 N. B ala Drive, Suite 195
Las Vegas, Nevada 89129
(702) 839-1100
Telephone:
Facsimile:
(702) 839-1113
ATTORNEYS FOR PLAINTIFF
PREGAME LLC

19
20
21
22
23
24
25
26
27
28

1
CERTIFICATE OF SERVICE

2
3
4

Pursuant to NRCP 5(b) and EDCR 7.26, I certify that on this date, I served the foregoing
JUDGMENT on all parties to this action by:

Facsimile

Mail

)(

Electronic Service

8
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Travis E. Shetler, Esq.


Nevada Bar No. 4747
944 East Sahara Avenue
Las Vegas, Nevada 89104
Telephone: (702) 866-0091
Facsimile: (702) 866-0093
Attorneys for Defendant,
John Karalis

14
15
16

DATED this ..::d:::.__ day of March, 2015.


(

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Electronically Filed

03/10/2015 03:52:45 PM
'

ORDR
2

CLERK OF THE COURT

3
DISTRICT COURT
CLARK COUNTY, NEVADA

PREGAME, LLC,

Plaintiff,
v.

9
10

JOHN KARALIS,
Defendant.

11
12
13

_ _ _ __ __ _ _ __ _!

15

TO:

16

YOU ARE HEREBY ORDERED TO APPEAR before the District Court, Department 24, oJ

17

the 14th day of April, 2015, at 9AM, at 330 South Third Street, lith Floor, Courtroom 116, Las Vegas

18

NV, 89101, and to show cause, if any, why you should not be found in contempt of the Court fo

19

failure to pay the ONE THOUSAND DOLLAR ($1 ,000.00) fine pursuant to the attached October 13

20

2014, Order of Contempt.

21
22
23

:;;:>

24
25
26
27
28

DO

A703627
24

ORDER TO SHOW CAUSE

14

,.

CASE NO.
DEPTNO.

JOHN KARALIS

Failure to appear may result in a bench warrant being issued for your arrest and additional fine
being assessed.
DATED: MARCH 9, 2015