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IN THE UNITED STATES DISTRICT COURT DISTRICT OF MASSACHUSETTS __________________________________________ : : : Plaintiff, : : v. : : DAYLIFE, INC. : : Defendant : __________________________________________: RAMP HOLDINGS INC.

CIVIL ACTION NO.: 11 CV ____________ JURY TRIAL DEMANDED

COMPLAINT Plaintiff Ramp Holdings Inc. (Plaintiff or Ramp), for its Complaint against Daylife, Inc. (Daylife or Defendant) alleges as follows: NATURE OF THE ACTION 1. In this action, Plaintiff seeks injunctive relief and damages for acts of trademark

infringement and unfair competition committed by Defendant in offering services under a trademark that is confusingly similar to Plaintiffs federally registered MEDIACLOUD trademark. Defendants acts violate the laws of the United States as well as the statutory and common law of the Commonwealth of Massachusetts. In particular, this case arises under 15 U.S.C. 1114, 15 U.S.C. 1125, Mass. Gen. Laws ch. 93A, and the common law of Massachusetts, and concerns the intentional infringement of Plaintiff Ramp Holdings Inc.s trademark rights by defendant Daylife, Inc. in connection with the advertising, promotion, and offering of services that compete directly with and are highly similar to those offered by Plaintiff, leading to a likelihood of confusion and harming both Ramp and the consuming public.

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2.

Ramp is the owner of federal trademark Registration No. 3,684,193 for the mark

MEDIACLOUD for speech and audio recognition services, namely, processing, analysis, and conversion of audio or video data files into text or text indexes; computer services, namely, providing a website for the processing of audio and video content for the purpose of generating meta-data so that audio and video can be searched and accessed. See Exhibit A. 3. This action arises out of Daylifes conduct in using the mark Media Cloud to

identify services extremely similar or identical to those that Ramp uses the MEDIACLOUD trademark to identify. 4. Daylifes actions are causing among consumers confusion with Ramps

MEDIACLOUD trademark, irreparably harming Ramp, and damaging Ramps reputation and goodwill among consumers. As a result, Ramp has been forced to bring this lawsuit. 5. For these reasons, and those set forth below, Ramp requests preliminary and

permanent injunctive relief, monetary damages, and its attorneys fees and costs. PARTIES 6. Ramp Holdings Inc. is a Delaware corporation having a principal place of

business at 300 Trade Center, Suite 5500, Woburn, MA 01801. Ramp is in the business of helping entertainment companies such as publishers, media companies, and broadcasters to better connect with their Internet users by optimizing the searching, discovery, and delivery of their audio and video content on the Internet. 7. Upon information and belief, defendant Daylife, Inc. is a Delaware corporation

having a principal place of business at 444 Broadway, Fifth Floor, New York, NY 10013. Daylife offers services that allow publishers of online content, including video content, to 2

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optimize the search, display, and delivery of their content to online consumers. These services are sold throughout the United States and in the Commonwealth of Massachusetts, including this judicial district. JURISDICTION AND VENUE 8. This Court has subject matter jurisdiction over these claims pursuant to 28 U.S.C.

1331, 1338(a), 1338(b), and 15 U.S.C. 1121 because this action arises under the Lanham Act, 15 U.S.C. 1051 et seq. The Court has supplemental jurisdiction over Ramps state law claims pursuant to 28 U.S.C. 1367. 9. This Court has personal jurisdiction over the defendant Daylife pursuant to Mass

Gen. Laws ch. 223A 3 because, on information and belief, the defendant has transacted business in this Commonwealth, its tortious conduct has taken place and continues to take place in Massachusetts, and/or it regularly solicits business in Massachusetts and its acts are causing tortious injury in Massachusetts. 10. Upon information and belief, venue is proper in this Court pursuant to 28 U.S.C.

1391(b) and (c) because this is the judicial district where (i) a substantial part of the events or omissions giving rise to the claim occurred; and (ii) where Defendant is subject to personal jurisdiction. 11. Upon information and belief, personal jurisdiction is appropriate because

Defendant regularly solicits and conducts business in the Commonwealth of Massachusetts. Specifically, Defendant promotes and sells its services within the Commonwealth of Massachusetts. In addition, upon information and belief, the advertising and marketing of Defendants services is disseminated within Massachusetts.

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FACTS RAMP AND ITS PRODUCTS 12. Ramp was founded in 2005 and is in the business of helping companies such as

publishers, entertainment companies, and broadcasters to optimize the value and accessibility of audio and video content they own by making such content easily searchable and accessible by Internet users. Ramp provides complimentary services that help its customers monetize or maximize the profitability gained from those customers audio and video content by inserting advertisements and enticing end users to access other related audio and video content. In essence, Ramps services are similar to those offered by search engines such as www.google.com, but focus on the searching, presentation, and monetization of audio and video content using patented technology. 13. Since 2009, Ramp has actively and effectively marketed its services for indexing

and searching audio and video content, and related services, using the MEDIACLOUD trademark through a variety of media outlets. Ramp has promoted its MEDIACLOUD services for indexing and searching audio and video content, and related services, at numerous industry trade shows such as the National Association of Broadcasters, Digital Hollywood, Streaming Media East, Consumer Electronics Show, and the New York Media Summit, as well as through its own website. 14. Ramp applied for federal registration of the MEDIACLOUD trademark on July

23, 2008. The MEDIACLOUD trademark was granted registration on September 15, 2009. See Exhibit A. 15. Ramp has promoted its MEDIACLOUD services for indexing and searching

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audio and video content, and related services, at numerous industry trade shows such as the National Association of Broadcasters, Digital Hollywood, Streaming Media East, Consumer Electronics Show, and the New York Media Summit. 16. Ramp has consistently expended significant resources in its marketing and sales

efforts to develop consumer recognition and loyalty. 17. Since 2009, Ramp has sold its MEDIACLOUD services throughout the United

States, including the Commonwealth of Massachusetts. 18. As a result of its efforts, Ramp has successfully developed goodwill, consumer

recognition, and distinctiveness in the MEDIACLOUD trademark that is essential to its business. The MEDIACLOUD trademark has become well known and recognizable. DAYLIFES INFRINGEMENT OF THE MEDIACLOUD TRADEMARK 19. Defendant Daylife, Inc. provides Internet content publishers such as newspapers,

magazines, television and radio broadcasters, and any other companies that publish news, information, video, or similar content on their websites, with services to optimize the usefulness and exposure of that content to end users. See Exhibit B. 20. Daylife packages a number of its services for online content publishers into a

suite of services that Daylife calls Daylife Publisher Suite. See Exhibit C. 21. Daylife uses the trademark MEDIA CLOUD to refer to certain services included

in its Daylife Publisher Suite. In particular, Daylife uses the mark to identify a platform that analyzes, parses and organizes online media. See Exhibit C. 22. In Daylifes June 7, 2011 press release announcing the Daylife Publisher Suite

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services, a true and correct copy of which is attached hereto as Exhibit D, Daylifes use of the MEDIA CLOUD trademark is as follows: Daylife, the leading cloud content and publishing platform, launched a new Web publishing solution today, designed for traditional, emerging and brand publishers, called the Daylife Publisher Suite. Built on the Daylife Media Cloud, the Daylife Publisher Suite puts the power of hundreds of developers and editors into the hands of just a single person. Publishing engaging, constantly updating media features in any Web destination, including websites, microsites, landing pages, newsletters, ad units and mobile apps, is made simple and easy. All content is served from the Daylife Media Cloud, which deeply analyzes and organizes all of the media ingests whether a companys own, proprietary media; third-party syndicated media; or free, fair use media from thousands of curated, high-quality Web sources. [] 23. Daylife uses its MEDIA CLOUD trademark to identify services including the

analysis, parsing, and organization of online content, including video content. 24. Similarly, Ramp uses its MEDIACLOUD trademark to identify services including

the analysis, parsing, and organization of online audio and video content. Such services are the services identified in Ramps United States trademark registration for the MEDIACLOUD mark. 25. Daylife uses its MEDIA CLOUD trademark to identify the services of providing a

platform on which its Daylife Publisher Suite services are built. See Exhibit C. 26. Similarly, Ramp uses its MEDIACLOUD trademark to identify its services for

providing a platform for providing its services relating to publishing of audio and video content. 27. Daylife uses its MEDIA CLOUD trademark to identify services of content

ingestion, or the intake and processing of online content, including video content. See Exhibit C. 28. Similarly, Ramp uses its MEDIACLOUD trademark to identify services of

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content ingestion, or the intake and processing of online audio and video. See Exhibit E. 29. Daylife uses its MEDIA CLOUD trademark to identify services of content

analysis and parsing. See Exhibit C. 30. Similarly, Ramp uses its MEDIACLOUD trademark to identify services of

content processing, including analyzing of audio and video content to determine what topics that content relates to by parsing transcripts of the content. See Exhibit E. 31. Daylife markets its Daylife Publisher Suite services as built on the Daylife Media

Cloud. See Exhibit D. 32. Similarly, Ramp markets its MEDIACLOUD platform services as the basis for its

audio and video publishing services. 33. Daylifes Publisher Suite services, which are built on the Daylife Media Cloud

branded platform include multimedia search capabilities that are billed as a great way to drive traffic to popular content, but also older, underused or disused content that relates to a given search query. See Exhibit F. 34. Similarly, Ramps MEDIACLOUD audio and video search offering delivers the

cost efficiencies required to create new business opportunities from the vast amount of content currently trapped in the archives of publishers and content producers. See Exhibit E. 35. Daylife offers content syndication services, including for video content, under the

MEDIA CLOUD trademark. See Exhibit C. 36. Similarly, Ramp offers syndication services for audio and video content under its

MEDIACLOUD trademark.

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37.

Daylifes MEDIA CLOUD mark identifies services identical or nearly identical to

those identified by Ramps MEDIACLOUD trademark. 38. trademark. 39. On information and belief, Daylife promotes its services, including its MEDIA Daylifes MEDIA CLOUD mark is virtually identical to Ramps MEDIACLOUD

CLOUD branded services, at some of the same trade shows at which Ramp promotes its MEDIACLOUD services. 40. On information and belief, Daylifes marketing channels are virtually identical to

those utilized by Ramp. 41. On information and belief, Daylifes products and services, including those sold

under the MEDIA CLOUD trademark are marketed to many of the same customers, especially online content publishers and providers, as those that Ramp sells its services to. 42. 43. trademark. 44. The use by Daylife of the MEDIA CLOUD trademark, which is confusingly similar Ramps registered MEDIACLOUD trademark is strong. Ramp has never authorized or licensed Daylife to use the MEDIACLOUD

to Ramps registered MEDIACLOUD trademark, on or in connection with goods and services identical or nearly identical to Ramps goods and services and with virtually identical marketing and advertising channels and potential customers, is likely to cause confusion, mistake, and deception among Ramps customers, potential customers, and the general public to the irreparable harm and detriment of Ramp and the goodwill it has developed in the MEDIACLOUD trademark.

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45.

On August 25, 2011, Daylife filed with the United States Patent and Trademark

Office a Petition to Cancel Ramps MEDIACLOUD trademark registration, alleging that the MEDIACLOUD trademark is descriptive of the goods and services with which it is used. COUNT I TRADEMARK INFRINGEMENT 15 U.S.C. 1114 46. Ramp repeats and re-alleges the allegations contained in paragraphs 1 through 45

above as if fully set forth herein. 47. As described above, since at least as early as 2009, Ramp has been the continuous

owner of, and has exercised valid trademark rights in, the MEDIACLOUD trademark. 48. As described above, Ramp is the owner of U.S. Registration No. 3,684,193, issued

September 15, 2009, for the MEDIACLOUD trademark. 49. Ramps ownership and use in commerce of the MEDIACLOUD trademark

predates Daylifes use of the MEDIA CLOUD trademark. 50. Daylife is using the MEDIA CLOUD mark in interstate commerce in connection

with the sale, offering for sale, distribution, and/or advertising of its services competitive with Ramps services that utilize the MEDIACLOUD trademark. 51. Daylifes MEDIA CLOUD trademark is confusingly similar to Ramps

MEDIACLOUD trademark. Daylifes MEDIA CLOUD trademark identifies services nearly identical to those identified by Ramps MEDIACLOUD trademark, using similar or identical marketing and advertising channels. 52. Daylifes use in commerce of the MEDIA CLOUD trademark, as described above,

constitutes trademark infringement in violation of 15 U.S.C. 1114 in that it is without Ramps

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consent and is causing and/or is likely to cause confusion, mistake, and/or deception with respect to Ramps registered MEDIACLOUD trademark, all to the irreparable injury of Ramp and the goodwill it has developed in its MEDIACLOUD trademark. 53. As a direct and proximate result of Daylifes violations of 15 U.S.C. 1114, Ramp

has been and will continue to be damaged. 54. Daylifes conduct is causing and will continue to cause Ramp to suffer irreparable

harm and, unless Daylife is restrained, Ramp will continue to be so damaged, because it has no adequate remedy at law. COUNT II FALSE DESIGNATION OF ORIGIN 15 U.S.C. 1125(a)(1)(A) 55. Ramp repeats and re-alleges the allegations contained in paragraphs 1 through 54

above as if fully set forth herein. 56. As described above, since at least as early as 2009, Ramp has been the continuous

owner of, and has continuously used and exercised valid trademark rights in, the MEDIACLOUD trademark. 57. As described above, Ramp owns U.S. Registration No. 3,684,193, issued

September 15, 2009, for the MEDIACLOUD trademark. 58. Ramps ownership and use in commerce of the MEDIACLOUD trademark

predates the use by Daylife of the MEDIA CLOUD trademark. 59. Daylife has used and uses the MEDIA CLOUD trademark in interstate commerce

in connection with its goods or services. 60. Daylifes MEDIA CLOUD trademark is confusingly similar to Ramps 10

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MEDIACLOUD trademark. Daylifes MEDIA CLOUD trademark identifies products nearly identical to those identified by Ramps MEDIACLOUD trademark, using similar or identical marketing and advertising channels. 61. Daylifes use in commerce of the MEDIA CLOUD trademark, as described above,

constitutes false designation of origin in violation of 15 U.S.C. 1125(a)(1)(A) in that it is causing confusion as to the affiliation, connection, or association of Daylife with Ramp and/or as to the origin, sponsorship, or approval by Ramp of Daylifes goods, services, or commercial activity, all to the irreparable injury of Ramp and the goodwill it has developed in the MEDIACLOUD trademark. 62. As a direct and proximate result of Daylifes violations of 15 U.S.C.

1125(a)(1)(A), Ramp has and will continue to be damaged. 63. Daylifes conduct is causing and will continue to cause Ramp to suffer irreparable

harm and, unless Daylife is restrained, Ramp will continue to be so damaged, because it has no adequate remedy at law. COUNT III COMMON LAW TRADEMARK INFRINGEMENT 64. Ramp repeats and re-alleges the allegations contained in paragraphs 1 through 63

above as if fully set forth herein. 65. As described above, since at least as early as 2009, Ramp has been the continuous

owner of, and has continuously used and exercised valid trademark rights in, the MEDIACLOUD trademark. 66. Ramps ownership and use in commerce of the MEDIACLOUD Mark predates

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Daylifes use of the MEDIA CLOUD trademark. 67. Daylifes MEDIA CLOUD trademark is confusingly similar to Ramps

MEDIACLOUD trademark. Daylifes MEDIA CLOUD mark identifies products and services nearly identical to those identified by Ramps MEDIACLOUD trademark, using similar or identical marketing and advertising channels. 68. Daylifes use in commerce of the MEDIA CLOUD trademark, as described above,

constitutes common law trademark infringement in that it is without Ramps consent and creates and will continue to create a substantial likelihood of injury to the business reputation or of the distinctive quality of the MEDIACLOUD trademark. 69. As a direct and proximate result of Daylifes common law trademark infringement,

Ramp has been damaged and will continue to be damaged. 70. Daylifes conduct is causing and will continue to cause Ramp to suffer irreparable

harm and, unless Daylife is restrained, Ramp will continue to be so damaged because it has no adequate remedy at law. COUNT IV UNFAIR COMPETITION Mass. Gen. Laws ch. 93A 71. Ramp repeats and re-alleges the allegations contained in paragraphs 1 through 70

above as if fully set forth herein. 72. Ramp and Daylife are persons engaged in the conduct of trade or commerce within

the meaning of Mass. Gen. Laws ch. 93A, 11. 73. As described above, since at least as early as 2009, Ramp has been the continuous

owner of, and has continuously used and exercised valid trademark rights in, the

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MEDIACLOUD trademark. 74. As described above, Ramp owns U.S. Registration No. 3,684,193, issued

September 15, 2009, for the MEDIACLOUD trademark. 75. Ramps ownership and use in commerce of the MEDIACLOUD trademark

predates the use by Daylife of the MEDIA CLOUD trademark. 76. Daylifes acts, conduct, and practices described above occurred and are occurring

primarily and substantially within the Commonwealth of Massachusetts. 77. Daylifes acts, conduct, and practices described above, including without limitation

the use of the MEDIA CLOUD trademark in connection with the promotion, sale, or licensing of products or services in Massachusetts, constitute unfair methods of competition and/or unfair or deceptive acts or practices, which are unlawful under Mass. Gen. Laws ch. 93A. 78. As a direct and proximate result of Daylifes violations of Mass. Gen. Laws ch.

93A, Ramp has been damaged and will continue to be damaged. COUNT V COMMON LAW UNFAIR COMPETITION 79. Ramp repeats and re-alleges the allegations contained in paragraphs 1 through 78

above as if fully set forth herein. 80. Daylifes acts, conduct, and practices described above, including without limitation

the use of the MEDIA CLOUD mark in connection with the promotion, sale, or licensing of products in Massachusetts, constitute unfair methods of competition and/or unfair or deceptive acts or practices, which are unlawful under Massachusetts common law principles. 81. As a direct and proximate result of Daylifes acts, conduct, and practices described 13

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above, Ramp has been damaged and will continue to be damaged. PRAYERS FOR RELIEF WHEREFORE, Ramp respectfully requests the following relief: A. Preliminary and Permanent Injunction Orders that enjoin and restrain Defendant, its employees, agents, servants, successors, assigns, and all in privity with any of them, from using the MEDIA CLOUD trademark, any derivative thereof, or designation similar thereto, in connection with the offering of any goods or services; from infringement of U.S. Trademark Registration No. 3,684,193; from unfairly competing with Plaintiff; from engaging in unfair and deceptive trade practices; and from injuring Plaintiffs reputation, goodwill, and diluting its trademark rights, pursuant to Section 35 of the Lanham Act, 15 U.S.C. 1117, Mass. G.L. ch. 93A, and the equitable power of this Court to enforce the common law of the Commonwealth of Massachusetts; B. For an order directing Defendant to account for, and to pay over to Ramp, all gains, profits and advantages derived by Daylife from the above-described wrongful acts; C. For an order declaring U.S. Trademark Registration No. 3,684,193 to be valid and subsisting, and ordering the Trademark Trial and Appeal Board of the United States Patent and Trademark Office to dismiss with the prejudice Defendants Petition to Cancel said registration. D. An award of monetary damages sustained by Ramp as a result of Defendants unlawful conduct, in an amount to be proved at trial, and to be multiplied or otherwise enhanced because of Defendants willful and deliberate acts described

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herein; E. F. G. An award of punitive damages resulting from the state law violations; An award of Ramps costs of this action and reasonable attorneys fees; and Granting such other relief as the Court deems just and equitable. JURY DEMAND Plaintiff demands a trial by jury of all claims so triable. Respectfully submitted, RAMP HOLDINGS INC. By its attorney, /s/ Miguel C. Danielson Miguel C. Danielson (BBO# 651288) miguel@danielsonlegal.com DANIELSON LEGAL LLC 1 Mifflin Place, Suite 400 Cambridge, MA 02138 Tel: (617) 714-5386 Fax: (888) 742-8097

Dated: September 20, 2011

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