Chilly Panda Complaint

Case 1:17-cv-01544-LJM-DKL Document 1-3 Filed 05/10/17 Page 1 of 65 PageID #: 54
EXHIBIT C
Filed: 2/6/2017 12:20:20 PM
Johnson Superior Court 1
Johnson County, Indiana
STATE OF INDIANA JOHNSON SUPERIOR COURT NO. 1

SS:
COUNTY OF JOHNSON CAUSE NO. 41D01-1608-PL-000072
CHILLY PANDA MEDIA, LLC,

Plaintiff,
v.
BRITT INTERACTIVE LLC,

TOWNEPOST NETWORK, INC.,
TOM BRITT, JEANNE BRITT, AND
JOSH F. BROWN,
Defendants.
BRITT INTERACTIVE LLC,

TOWNEPOST NETWORK, INC.,
AND TOM BRITT,
Counterclaimants/Third-Party
Plaintiffs,
v.
CHILLY PANDA MEDIA, LLC,

DANN VELDKAMP and
JODY VELDKAMP,
Counterclaim Defendant/Third-
Party Defendants.
PLAINTIFFS AMENDED COMPLAINT FOR

DECLARATORY JUDGMENT, INJUNCTIVE RELIEF AND DAMAGES
Plaintiff, Chilly Panda Media, LLC, by counsel, and for its Amended Complaint against
Defendants, Britt Interactive LLC, TownePost Network, Inc., Tom Britt, Jeanne Britt, and Josh F.
Brown, avers as follows:
PARTIES
1. Plaintiff, Chilly Panda Media, LLC (Chilly Panda), is a domestic limited liability
company with its principal office located in Greenwood, Indiana.

2. Defendant, Britt Interactive LLC (Britt Interactive), is a domestic limited liability
company with its principal office located in Indianapolis, Indiana.
3. Defendant, TownePost Network, Inc. (TownePost), is a domestic limited liability
company with its principal office located in Indianapolis, Indiana.
4. Defendant, Tom Britt, is an individual residing in Indianapolis, Indiana.
5. Defendant, Jeanne Britt, is an individual residing in Indianapolis, Indiana.
6. Defendant, Josh F. Brown, is an individual employed as an attorney-at-law with his
principal office located in Hamilton County, Indiana.
JURISDICTION
7. This Court has subject matter jurisdiction over this case pursuant to the License
Agreements attached to Plaintiffs Amended Complaint as Exhibits A and B.
COMMON ALLEGATIONS
A. The License Agreements
8. As early as 2003, Britt Interactive, which is owned by Tom Britt and Jeanne Britt
(collectively, the Britts), began publishing the Geist Community Newsletter. Britt Interactive later
entered into several written agreements with third-parties whereby Britt Interactive would provide
certain services for a fee related to the production of new hyper-local, community-based publications
called Community Newsletters. Each publication was distributed and marketed via direct mail and
community-specific online domains (e.g. www.atCenterGrove.com and www.atGreenwood.com) to
the residents of the respective communities.
9. On or about October 29, 2012, Chilly Panda and Britt Interactive signed an agreement
granting Chilly Panda an exclusive license to use the name Center Grove Community Newsletter and
the web domain atCenterGrove.com. A true and accurate copy of the October 19, 2012, licensing
agreement (the Center Grove License Agreement) is attached as Exhibit A.

10. On or about April 2, 2014, Chilly Panda and Britt Interactive signed a second such
agreement granting Chilly Panda an exclusive license to use the name Greenwood Community
Newsletter and the domain atGreenwood.com. This agreement was made retroactive to March 26,
2012. A true and accurate copy of the April 2, 2014, licensing agreement (the Greenwood License
Agreement) is attached as Exhibit B.
11. Chilly Panda paid Britt Interactive the one-time licensing fee contained in the Center
Grove License Agreement and the Greenwood License Agreement (collectively, the License
Agreements) and continued to remit payments to Britt Interactive as they came due under the License
Agreements.
12. In return, Britt Interactive agreed to (1) provide certain management services on behalf
of Chilly Panda relating to the publication of the Center Grove Community Newsletter and Greenwood
Community Newsletter (collectively, the Newsletters), and (2) market the Newsletters through a
network of other Community Newsletters (the Britt Network).
13. There are no agreements between Chilly Panda and other publishers participating in
the Britt Network, but rather, these publishers outsource their print, distribution, accounting and
other administration functions to Britt Interactive and/or TownePost under their respective agreements
with Britt Interactive. Through this arrangement, Chilly Panda and the other publishers are able to
leverage cost-savings, outsource administrative functions, and focus on driving sales and producing
quality content for their respective publications.
14. Chilly Panda thereafter began producing, marketing, and distributing the Center Grove
Community Newsletter and Greenwood Community Newsletter through the Britt Network.
15. Chilly Pandas revenue is generated through its sale of advertising space and a Business
Spotlight advertorial in each publication. Occasionally, Chilly Panda would receive revenue from cross-
selling advertisements in another publishers publication.
16. Advertising sales, written content, photographs, and graphic designs for each
publication are produced by employees of Chilly Panda and independent contractors paid by Chilly
Panda. If any content is created by independent contractors engaged by Britt Interactive or TownePost,
then Britt Interactive or TownePost would invoice Chilly Panda for these services. Chilly Panda would
pay Britt Interactive or TownePost for these services and own the content per the License Agreements.
17. Because each License Agreement is captioned as a License agreement, one would
expect that the substance of the License Agreements would deal, at least primarily, with the grant of a
license. However, that is not the case with these agreements. Instead, the License Agreements deal with
the division of rights and responsibilities of the parties per each agreement as well as the ownership of
property, both physical and intellectual, by the parties prior to, during, and after termination of the
License Agreements.
18. Each Licensing Agreement was drafted by Tom Britt.
19. The anatomy of the License Agreements can be segmented into four (4) parts: (1)
ownership rights, (2) licensed rights and restrictions, (3) management services, (4) default and
termination.
20. Each Agreement specifically identifies what each party will own and retain under the
License Agreements.
21. As for Chilly Panda, Section 5.3 of the License Agreements provide for Chilly Panda to
own and retain (emphasis added):
a. All print sales generated through the magazines;

b. All online sales or revenue sharing generated via the domains;
c. Customer information for the magazines;
d. Customer information for the domains;
e. Accounts receivable from advertising sales;
f. Partnership agreements with area organizations;
g. Final digital files created for the magazines; and
h. Content created for Chilly Panda, the publications, and domains from April 1, 2012,
to termination of the License Agreement(s).
22. As for Britt Interactive, Section 5.4 of the License Agreements provide for Britt
Interactive to continue to own (emphasis added):
a. The names, Greenwood Community Newsletter and Center Grove Community

Newsletter;
b. The web domains, atCenterGrove.com and atGreenwood.com;
c. All business processes, customer information, and intellectual property associated with
the domains and magazines prior to April 1, 2012; and
d. All weblog programming, design, and source code for the web domains.
23. Section 1 of each License Agreement provides that Britt [Interactive] owns the names
Center Grove Community Newsletter / Greenwood Community Newsletter and the web domains
www.atCenterGrove.com and www.atGreenwood.com.
24. Section 1 of the License Agreements goes on grant Chilly Panda an exclusive license to
use both the names, Center Grove Community Newsletter and Greenwood Community Newsletter
and the web domains www.atCenterGrove.com and www.atGreenwood.com in return for a one-
time license fee of $2,500 (referred to in the License Agreements as the Initial License Fee).
25. Per Section 1 of the License Agreements, the only rights acquired by Chilly Panda
through licensing (as opposed to ownership) are marketing rights; more specifically, the right to use the
Center Grove Community Newsletter and Greenwood Community Newsletter names for Chilly
Pandas publications and the use of the associated web domains for marketing and distribution as part
of the Britt Network.
26. The License Agreements do not prohibit Chilly Panda from creating new publications
or marketing its existing publications under a different name.
27. The License Agreements do not contain a covenant not to compete nor any other
restrictive covenant.
28. Publishers may publish and market other newsletters, competing newsletters, other
types of publications (such as Chilly Pandas Magazines, other magazines, newspapers, etc.) and
publishers may choose to continue using Britt Interactive as vendor and/or any other publishing
vendor.
29. However, by paying the Licensing Fee to Britt Interactive, Chilly Panda was guaranteed
that Britt Interactive would not license the names Center Grove Community Newsletter and
Greenwood Community Newsletter to another publisher, which is one of the benefits of entering
into a license agreement.
30. Under the License Agreements, Britt Interactive was responsible for providing
management services to Chilly Panda, including, without limitation, vendor management, invoice
servicing, account receivable servicing, account payable servicing, accounting services, preparing income
statements, and making bank deposits.
31. In return for these services, Chilly Panda paid Britt Interactive a monthly fee based on
a percentage of its monthly sales.
32. While identified in Section 3 of the License Agreements as royalties, the parties
concede that these fees are more accurately labeled as management fees.
33. Incidentally, although not part of the Agreements, all production fees (i.e., the costs of
producing either the Newsletters or the Magazines) are paid by Chilly Panda directly to its various
vendors, which sometimes included Britt Interactive.
34. The management fee is in many ways different than what would traditionally be a
royalty fee. While a management fee is a fee charged by Britt Interactive based on a percentage of a
publisher's gross sales much in the same way that a royalty is calculated, the management fee is actually
a fee paid to Britt Interactive to compensate Britt Interactive (and by proxy, Tom Britt and Jeanne Britt)
for managing the back-end of the publishing of a publisher's magazines, i.e., managing the print
contracts, the vendors, giving the publishers guidelines about how to pay writers, and how much to pay
their writers.
35. There are two situations in which the License Agreements can be terminated.
36. First, per Section 6.1, either Chilly Panda or Britt Interactive may terminate the License
Agreements should either party fail to abide by their obligations thereunder so long as the non-
breaching party gives the breaching party notice and 30 days to cure.
37. Second, per Section 6.2, Britt may terminate the license at any time. But, if this
termination right is exercised then Britt Interactive is obligated to pay Chilly Panda an amount equal
to Chilly Pandas net income for the three months preceding the termination, or the initial License Fee
(as defined therein), whichever is higher.
38. Incidentally, the distinction between Sections 6.1 and 6.2 of the License Agreements is
that under the former provision, Chilly Panda would have 30 days to find a vendor to replace Britt
Interactive during which time Chilly Panda can continue deriving income by publishing its magazines
whereas under the latter clause, the termination by Britt Interactive is immediate; leaving Chilly Panda
unable to publish its magazines until it finds a replacement vendor. To offset this potential harm, Britt
Interactive agreed to pay Chilly Panda a termination fee for the net income Chilly Panda was estimated
to lose over the course of 90 days (the Termination Fee).
B. Chilly Pandas Change from Newsletters to Magazines.
39. In July 2015, Chilly Panda decided to stop publishing the Newsletters. It chose instead
to begin publishing the Center Grove Community Magazine and Greenwood Community
Magazine in August of 2015.
40. Chilly Panda chose the names Center Grove Community Magazine and Greenwood
Community Magazine for its new publications. With its history of publishing with Britt Interactive,
and in reliance on the representations contained in the License Agreements, Chilly Panda chose to
continue to use Britt Interactive to publish and market Chilly Pandas Magazines through the Britt
Network. In turn, Britt Interactive continued providing Chilly Panda with management services for the
same fee without deviation from the License Agreements.
41. It should be noted that during this period, neither party terminated the License
Agreements. As such, Chilly Panda retained the benefit of keeping the licensed names Center Grove
Community Newsletter and Greenwood Community Newsletter off the market, and Britt Interactive
continued to collect its monthly management fees from Chilly Panda.
42. Incidentally, while Chilly Panda chose to market its new Magazines with the Britt
Network and use Britt Interactive's management services, the License Agreements themselves, which
are the only written contracts between the parties, apply only to the Newsletters; not the Magazines.
C. The Britts Franchise Conversion Scheme.
43. Tom and Jeanne Britts' Franchise Conversion Scheme is a scheme devised by the
Britts to choke Chilly Panda and other publishers off from their advertising income, their advertising
customers, and their ability to publish their Newsletters and other publications (including the
Magazines) should they choose to not become TownePost franchisees. The purpose of this scheme is to
allow the Britts, through their business entities, Britt Interactive and TownePost, to make off with Chilly
Panda and other publishers publications, advertising customers, and income (as well as any and all
assets owned by publishers under the Newsletter Agreements). In turn, the Britts can report to potential
franchisees that TownePost owns and operates these various publications; thereby making their
franchises a more attractive investment.
44. Tom Britt and Jeanne Britt carried out the Franchise Conversion Scheme through their
business entities, Britt Interactive and TownePost, in five (5) phases, which are (in no particular order)
as follows:
i. Phase 1: The Britts form TownePost for the purpose of being the franchisor. The Britts
attempt to transfer all of Britt Interactives property including the license agreements
to TownePost. The Britts, through TownePost, then give the Veldkamps and other
publishers participating in the Britt Network an ultimatum; either convert into a
franchise or have their License Agreements terminated.
ii. Phase 2: The Britts, through TownePost, continue collecting Chilly Panda and other
publishers advertising revenue and outstanding accounts receivable from the
publishers advertising customers. But, the Britts refuse to transfer this income to the
publishers. The Britts further continue to bill publishers customers through
TownePost; causing confusion in the process.
iii. Phase 3: The Britts, through TownePost, terminate the Veldkamps and other
publishers access to their customer relationship management system called MagHub.
By terminating access to publishers customer contacts, contracts, sales, billing and
accounts receivable information, the Britts effectively hamstring the Veldkamps and
other publishers from producing their Newsletters and Magazines.
iv. Phase 4: The Britts, through TownePost and their counsel, begin contacting
publishers advertising customers; claiming ownership of the Publications, the account
receivables, the contracts, the advertising customers themselves, the income, and all
other rights and assets owned by Chilly Panda and the other publishers; and then
represent to the publishers advertising customers that they are required to continue
sending all payments to TownePost.
v. Phase 5: Using all the assets and resources the Britts converted from Chilly Panda and
the other publishers, including, without limitation, the publishers publications,
tradenames, content, income, advertisements, and advertising customers, the Britts
new entity, TownePost, prints and distributes Chilly Panda and other publishers
publications while holding them out to advertisers and the public as TownePosts
publications.
45. By the middle of 2016, the Britts completed development of their franchise system (the
Franchise) and wanted all publishers to convert into franchisees.
i. Implementation of Phase I of the Britt Franchise Scheme
46. On or about July 11, 2016, a meeting was held between Chilly Panda, other Community
Newsletter publishers, Tom Britt, and Josh Brown.
47. Josh Brown was present at the July 11, 2016, meeting in his capacity as counsel for Tom
Britt, Britt Interactive, and TownePost.
48. During the July 11 meeting, Tom Britt and Brown presented Dann Veldkamp, Jody
Veldkamp (collectively, the Veldkamps) and the other publishers participating in the Britt Network
with a franchise disclosure document and franchise agreement. Tom Britt and Josh Brown informed
the Veldkamps and the other publishers that Britt Interactive had assigned all intellectual property
including the License Agreements to TownePost. TownePost intended to implement a franchise
model for each area in which the publishers operate, including Center Grove and Greenwood.
49. After Josh Brown explained the terms of the franchise, the various disclosures, and the
proposed franchise agreements, the Veldkamps and other publishers within the Britt Network were told
that the franchise conversion was to be completed by October 1, 2016.

50. In furtherance of Phase I of the Britt Franchise Scheme, Tom Britt, on behalf of
TownePost, sent a letter to Jody Veldkamp and other publishers who had not yet chosen to become
TownePost franchisees. The letter requested that the franchise documents tendered in the July 11
meeting be signed and returned by September 1, 2016. A true and accurate copy of the August 10,
2016, letter is attached as Exhibit C.
51. The letter goes on to provide that if Chilly Panda declined to become a TownePost
franchisee, then Chilly Panda was to accept the letter as TownePosts notice of its intent to terminate
the Licensing Agreements as of September 1, 2016, and buy out the Center Grove and Greenwood
licenses per the terms of the License Agreements. See Exhibit C.
52. TownePosts August 10, 2016, letter goes on to state that as part of the termination
access to our systems will likely be limited or completely shut off. See Exhibit C.
53. The systems referred to in TownePosts August 10, 2016, letter is the MagHub
customer relationship management system. MagHub is a database used by Chilly Panda and the other
publishers to maintain contact and invoicing information for their advertisers.
54. While each publisher participating in the Britt Network had a seat on MagHub, access
to MagHub is exclusively controlled by Tom Britt.
ii. Implementation of Phase II of the Britt Franchise Scheme
55. On August 12, 2016, however, just two days later, Tom Britt, through TownePost,
began taking steps to terminate publishers that refused to convert into franchisees, beginning with
Chilly Panda.
56. Tom Britt, Jeanne Britt, and TownePost began invoicing and collecting from Chilly
Pandas advertisers earlier than usual and without notifying Chilly Panda.
57. While Tom Britt, Jeanne Britt, and TownePost continued to collect advertising revenue
and receivables due to Chilly Panda, they ceased making the normal weekly remittance of the collected
proceeds to Chilly Panda.
iii. Implementation of Phase III of the Britt Franchise Scheme
58. Late in the afternoon Friday, August 12, 2016, the Veldkamps discovered they were
locked out of the MagHub system. They further found that their business email accounts
@chillypandamedia.com, which were hosted on Tom Britts servers, were no longer functioning.
59. The Veldkamps later discovered that Tom Britt had terminated their access to MagHub.
60. The Veldkamps further learned that Tom Britt was intercepting emails directed to
@chillypandamedia.com and responding to them through his TownePost email account. One such
example is attached hereto as Exhibit D.
61. Without access to the MagHub system and their business email accounts, the
Veldkamps were unable to contact their clients and access customer information, accounting records,
and other information required to produce Chilly Pandas publications.
62. Despite the Veldkamps requests, Tom Britt refused to restore access to MagHub and
cease intercepting their emails. The Veldkamps were forced to secure new email accounts through
another provider in order to ensure that Britt would not intercept their communications.
63. The same day, Tom Britt contacted Chilly Pandas marketing and sales representative,
Miranda Stockdall Gray, and told her that Chilly Panda was likely going to close and she was going to
lose her job.
64. As Chilly Pandas marketing and sales representative, Miranda Stockdall Gray
frequently met with Chilly Pandas advertisers face-to-face, developed close relationships with Chilly
Pandas advertisers, and routinely signed advertising agreements on behalf of Chilly Panda.
65. On August 14, 2016, Miranda Stockdall Gray notified Chilly Panda that she was
resigning her employment with Chilly Panda effective immediately.
66. The following Monday, Miranda Stockdall Gray began working for Tom Britt and
TownePost as their marketing and sales representative.
67. Tom Britts interference with Chilly Panda and Ms. Grays employment relationship
was a tactical move to sow confusion among Chilly Pandas advertisers and use Ms. Grays relationships
to his advantage. Once he convinced Ms. Gray to jump ship, Britt used her reputation and relationships
with Chilly Pandas customers to give his attempted takeover of Chilly Pandas business and customers
a false air of legitimacy.
iv. Implementation of Phase IV of the Britt Franchise Scheme
68. The next day, the Britts begin to systematically email Chilly Pandas advertisers directing
them to remit the advertising revenue to TownePost; claiming that any advertising agreements that
[the advertiser] may have without publications have been and will continue to be with the TownePost
Networking, Inc., not with the individual magazines of our franchisees/licensees. This includes Avon,
Broad Ripple, Carmel, Center Grove, Fishers, Geist, Greenwood and Zionsville Magazines. (Emphasis
in original.) A true and accurate copy of the August 13, 2016, email from Tom Britt and Jeanne Britt
is attached hereto as Exhibit E.
69. Exhibit E is signed by Tom Britt as Publisher, TownePost Network, Inc. and Jeanne
Britt as President.
70. As a one-two punch, Tom Britt also began sending emails to Chilly Pandas advertisers
requesting that they upload their artwork directly to TownePost for the September issues. One such
email, dated August 14, 2016, is attached hereto as Exhibit F.

71. In the following days, Tom Britt, through TownePost, continued to ramp up his
takeover efforts by aggressively emailing Chilly Pandas advertisers claiming that he is the Publisher of
the TownePost Network which owns the Center Grove and Greenwood Community Magazines. In
his emails, Britt goes on to state that Jody [Veldkamp] is no longer with our organization and that
emails directed to Jody Veldkamp email fell into my inbox. A true and accurate copy of one such
email dated August 14, 2016, is attached hereto as Exhibit G.
72. On August 15, 2016, just five days after Britt had previously told Chilly Panda that it
would have until September 1, 2016, to decide whether to become a franchisee, Josh Brown, emailed
notice on behalf of Tom Britt and TownePost to the Veldkamps that Chilly Pandas License Agreements
were terminated effective August 15, 2016. The August 15, 2016, termination letter claimed that Chilly
Panda was in default of the License Agreements for purported trademark violations. A true and accurate
copy of the August 15, 2016 letter is attached hereto as Exhibit H.
73. The termination letter included representations completely inconsistent with the terms
of the License Agreements. Those statements include, without limitation, the following: (1) that the
sales income derived from advertising customers belonged to Britt Interactive, not the publishers, (2)
that the advertising customers, all customer information and/or the advertising contracts and
relationships belonged to Britt Interactive, not the publishers, and (3) that both the Newsletters and
Magazines published by the Chilly Panda, along with the names of those publications as well as any
other item bearing related domain names and/or the Britt Network belonged to Britt Interactive.
74. The August 15, 2016, termination letter was not sent to Chilly Pandas corporate
address, nor did it provide Chilly Panda with the 30-day cure period required by the License
Agreements.
75. Three days later, on or about August 18, 2016, Tom Britt emailed Miranda Stockdall
Gray requesting she review a draft email to be sent to Chilly Pandas advertisers. In the email, Britt
notes that Dann and Jody Veldkamp are no longer licensees of our Greenwood and Center Grove
Community Magazines and are no longer part of the TownePost Network, Inc. . . . As owner and
Publisher of the TownePost Network, Inc., I am stepping in to be the Publisher for both publications
and hired Miranda Gray, your account rep, to assist me. . . . Look for a call from her tomorrow (Friday)
as she is anxious to re-engage with you! A true and accurate copy of Britts August 18, 2016, email to
Gray is attached hereto as Exhibit I.
76. The next day, Tom Britt sent an email to Chilly Pandas advertisers in substantially the
same format as his August 19 email to Miranda Stockdall Gray. One such email is attached hereto as
Exhibit J.
77. Tom Britt further began emailing various designers and photographers used by Chilly
Panda; claiming that Jody and Dann Veldkamp are no longer part of the TownePost and that we are
pursuing them legally as well. Britts email goes on to request that the designers and photographers
provide their images to him in order for TownePost to complete a September issue. A true and accurate
copy of one such email, dated August 19, 2016, is attached hereto as Exhibit K.
78. The designs and photographs requested in Britts emails were purchased and paid-for
by Chilly Panda and constitute its intellectual property.
79. In hopes of wreaking further damages on Chilly Panda, TownePost and its counsel,
Josh Brown, reached out to Chilly Pandas advertising customers and represented to them that
TownePost (not Chilly Panda) was the owner of the Magazines, the customer relationships, the account
receivables, and all of the income associated with the Magazines. Furthermore, the Britts, through
TownePost, shut down access to the private hosted emails of Dann Veldkamp and Jody Veldkamp and,
without consent, began retrieving the Veldkamps private email communications.
80. In response to Tom Britts emails and Josh Browns efforts, Chilly Pandas advertisers
began withdrawing from their advertising commitments with Chilly Panda; citing confusion and
unwillingness to be drawn into a dispute between TownePost and Chilly Panda.
81. On Friday, August 19, 2016, one such advertiser, Roncalli High School, emailed notice
to Chilly Panda that it would like to discontinue our contract and affiliation with you [Jody Veldkamp]
and Chilly Panda Media after speaking with Tom Britt and Miranda Gray. A true and accurate copy
of the email is attached hereto as Exhibit N.
82. The Roncalli High School contract alone, which was a 12-month advertising
commitment, was to generate over $19,000 in annual advertising revenue for Chilly Panda.
v. Implementation of Phase V of the Britt Franchise Scheme
83. By the first week of September, the Britts Franchise Conversion Scheme had come full
circle. By terminating access to MagHub and diverting revenue to their own use, the Britts effectively
hamstrung Chilly Panda.
84. Deprived of access to its records, contracts, and customer information through the
MagHub system, and finding itself in immediate need of a printer, Chilly Panda was left crippled and
without the ability to produce September issues of its magazines.
85. Meanwhile, Tom Britt, through TownePost, marched forward with production of
Chilly Pandas magazines, using Chilly Pandas content, photographs, customer information, and
advertising revenue while passing the magazines off to advertisers and the public as being TownePosts
own publications.
86. Further, the Britts, through TownePost, continued collecting all income due to Chilly
Panda for its advertising sales and accounts receivable, but stopped transferring the income to Chilly
Panda.
87. Attempting to protect itself against Britt Interactives Franchise Conversion Scheme,
Chilly Panda took steps to prevent Britt Interactive from coming into possession of any additional
advertising income belonging to Chilly Panda by invoicing Chilly Pandas own advertising customers
directly.
88. Despite numerous written and verbal demands, the Britts and their entities, Britt
Interactive and TownePost, continue to (1) withhold Chilly Panda's income, (2) withhold payment of
the Termination Fee, (3) make false statements to Chilly Pandas advertising customers, (4) use Chilly
Pandas marks (i.e., Center Grove Community Magazine and Greenwood Community Magazine),
(5) use Chilly Pandas copyrighted content, (6) publish Chilly Pandas Magazines without consent, (7)
misappropriate Chilly Pandas income, and (7) interfere with Chilly Pandas publications, advertising
relationships and reputation.
COUNT I
FEDERAL TRADEMARK INFRINGEMENT
89. Chilly Panda incorporates herein by reference the allegations contained in all previous
paragraphs of this Amended Complaint.
90. The conduct of Tom Britt, Jeanne Britt, and their business entities, Britt Interactive,
and TownePost (collectively, the Britt Parties) as described herein arising out their use of the
Magazines, the Magazines Names, and their commission of the Franchise Conversion Scheme violates
15 U.S.C. 1114(1) which specifically prohibits the Britt Parties from:
a. use in commerce any reproduction, counterfeit, copy, or colorable imitation of

a registered mark in connection with the sale, offering for sale, distribution, or
advertising of any goods or services on or in connection with which use is likely
to cause confusion, or to cause mistake, or to deceive, or
b. reproduce, counterfeit, copy, or colorable imitate a registered mark and apply

such reproduction, counterfeit, copy, or colorable imitation to labels, signs,
prints, packages, wrappers, receptacles or advertisements intended to be used
in commerce upon or in connection with the sale, offering for sale, distribution,
or advertising of goods or services on or in connection with which such use is
likely to cause confusion, or to cause mistake, or to deceive.
These wrongful acts were committed with knowledge that such imitation, as described
in 15 U.S.C. 1114(1) (b), was intended to cause confusion, or to cause mistake, or to deceive.
Because of the Britt Parties conduct, Chilly Panda has been injured and is entitled to
damages, including but not limited to, the Britt Parties profits from the sale of all infringing goods,
actual damages, treble damages, costs of suit and attorneys fees.
COUNT II
INDIANA TRADEMARK INFRINGEMENT
Chilly Panda incorporates herein by reference the allegations contained in all previous
72. The Britt Parties conduct as described herein arising out their use of the Magazines,
the state-registered Magazines Names owned and registered to Chilly Panda, and their commission of
the Franchise Conversion Scheme constitutes a violation of the Indiana Trademark Act.
73. The Britt Parties wrongful acts were committed with knowledge of such violation, was
intended to cause confusion, or to cause mistake, or to deceive.
74. Because of the Britt Parties conduct, Chilly Panda has been injured and is entitled to
damages, including but not limited to, the Britt Parties profits from the sale of all infringing goods,
actual damages, treble damages, costs of suit and attorneys fees.

COUNT III
COMMON LAW TRADEMARK INFRINGEMENT
76. The Britt Parties conduct as described herein arising out their use of the Newsletters,
the Newsletter Names, the Magazines, and the Magazines Names, and their commission of the Franchise
Conversion Scheme constitutes a violation of Chilly Pandas trademark rights.
77. These wrongful acts were committed with knowledge of such violation, was intended
to cause confusion, or to cause mistake, or to deceive.
damages, including but not limited to, Britt Parties profits from the sale of all infringing goods, actual
damages, and all other available remedies at law and/or in equity.
COUNT IV
COPYRIGHT INFRINGEMENT
80. Chilly Panda, owner of the Newsletters and Magazines, including, without limitation,
all content, design and trade dress associated therewith, holds copyright registrations as well as other
common law copyright rights on all the Newsletters and Magazines published through August of 2016
and/or beyond.
81. Despite repeated demands to cease and desist, the Britt Parties continue to utilize the
Newsletters and the Magazines in online media and in print, as well as published counterfeit and/or
imitation and otherwise unauthorized reproductions of the publications and/or content in an attempt
to pass off the knock-off publications as authentic editions of the Magazines.

82. The Britt Parties conduct as described herein arises out their use of the Newsletters,
including the content therein, the Magazines, including the content therein, and the reproduction and
production of publications using the content of the Newsletters and the Magazines and/or otherwise
passing off any of the foregoing as works of the Britt Parties and/or otherwise as owned by the Britt
Parties, all of which was committed in conjunction with their commission of the Franchise Conversion
Scheme, constitutes copyright infringement.
83. Use of the foregoing was directed at Chilly Pandas advertising customers and
TownePost potential franchisees, and were placed on display to the public.
84. These wrongful acts were committed without the consent of Chilly Panda, and with
knowledge of such violation was intended to cause confusion, or to cause mistake, or to deceive.
85. The Britt Parties acts constitute copyright infringement.
damages.
COUNT V
UNFAIR COMPETITION
Chilly Panda incorporates by reference the allegations contained in all previous
Chilly Panda has existing and prospective contractual relationships with various
advertisers and vendors.
The Britt Parties unlawful and unauthorized use of the Magazine Names and Trade
Dress constitutes unfair competition with Chilly Panda.
The Britt Parties conduct was, and continues to be, designed to cause consumer
confusion as to the source and origin of the product and/or services.
The Britt Parties conduct was, and continues to be, calculated to cause damage to
Chilly Panda in its lawful business and done for the unlawful purpose of causing such damage without
right or justifiable cause.
The Britt Parties conduct as described herein has directly and proximately caused
Chilly Panda to incur monetary and other damages.
Upon information and belief, the Britt Parties acted willfully, maliciously, and with full
knowledge of the adverse effect of such wrongful conduct upon Chilly Panda.
The Britt Parties have acted with conscious disregard for the rights of Chilly Panda.
The Britt Parties unfair competition has caused Chilly Panda damages, including but
not limited to, the Britt Parties profits from the sale of the infringing products and services, actual
damages, costs of suit and attorneys fees.
COUNT VI
CIVIL ACTION UNDER THE INDIANA CRIME VICTIMS ACT
Chilly Panda incorporates by reference the allegations contained in the previous
paragraphs of this Complaint.
Pursuant to the Indiana Crime Victims Act, Indiana Code 34-24-3-1, a person that
suffers pecuniary loss as a result of a violation of I.C. 35-43 et seq. may bring a civil action against the
person who caused the loss for treble damages, costs of the action and a reasonable attorneys fees.
The Britts have violated I.C. 35-43 in the following particulars: For Conversion as
expressed in I.C. 35-43-4-3 via exercising unauthorized control over, but not limited to, the Chilly Panda
Property.
Because of these violations, Chilly Panda has suffered damages in an amount to be
determined.
Accordingly, Chilly Panda is entitled to an award of those actual damages as well as
statutory treble damages, costs and attorneys fees.

COUNT VII
BREACH OF CONTRACT
The License Agreements dealt originally with the Newsletters. However, in 2015 the
parties continued using the management services under the License Agreements for Chilly Pandas
publication of its Magazines.
Britt Interactive is in material breach of the License Agreements because of: withholding
of Chilly Pandas Property, failing to act as a servicing agent on behalf of Chilly Panda, failing to pay
the Termination Fee, publishing the Magazines without Chilly Pandas consent, using Chilly Pandas
Property without consent, failing to transfer Chilly Pandas advertising income, assigning the License
Agreements and/or otherwise attempting to transfer to TownePost ownership and/or rights held by
Chilly Panda, misrepresenting Britt Interactives (and/or, alternatively, TownePosts) relationship with
Chilly Panda and status with regard to Chilly Pandas property to Chilly Pandas advertising customers
(as well as the public), and via its acts in carrying out the Franchise Conversion Scheme.
TownePost is jointly and severally liable because, based on the Britt Parties
representations, Britt Interactive assigned the License Agreements to TownePost.
Because of these material breaches, Chilly Panda has been damaged in an amount to
be determined, including, but not limited to, unpaid royalties, expenses, costs and attorney fees and all
other available remedies at law or equity.
COUNT VIII
TORTIOUS INTERFERENCE

As the Britt Parties were aware, Chilly Panda has existing and prospective contractual
relationships with various advertisers and vendors.
The Britt Parties and Josh Brown unjustifiably interfered with those relationships
through their coordinated acts, including, without limitation, withholding of Chilly Pandas property,
failing to act as a servicing agent on behalf of Chilly Panda, publishing the Magazines without Chilly
Pandas consent, using Chilly Pandas property without consent, failing to transfer Chilly Pandas
advertising income, assigning the License Agreements and/or otherwise attempting to transfer to
TownePost ownership and/or rights held by Chilly Panda, misrepresenting Britt Interactives (and/or,
alternatively, TownePosts) relationship with Chilly Panda and status with regard to Chilly Pandas
property to Chilly Pandas advertising customers (as well as the general public), and via their acts in
carrying out the Franchise Conversion Scheme.
The Britts and Browns acts constitute tortious interference with business relationships.
Because of the foregoing, Chilly Panda has been damaged in an amount to be
determined.
COUNT IX
BREACH OF FIDUCIARY DUTIES
Via the services provided to Chilly Panda and/or via the duties and obligations owning
under the management services provisions of the License Agreements, the Britt Parties owed fiduciary
duties to Chilly Panda and served as agents of Chilly Panda.
Britt Interactive breached its fiduciary duties by: withholding of Chilly Pandas
property, failing to act as a servicing agent on behalf of Chilly Panda, failing to pay the Termination
Fee, publishing the Magazines and/or the Counterfeit Magazines without Chilly Pandas consent, using
Chilly Pandas property without consent, failing to transfer Chilly Pandas advertising income, assigning
the License Agreements and/or otherwise attempting to transfer to TownePost ownership and/or rights
held by Chilly Panda, misrepresenting Britt Interactives (and/or, alternatively, TownePosts)
relationship with Chilly Panda and status with regard to Chilly Pandas property to Chilly Pandas
advertising customers (as well as the public), and via its acts in carrying out the Franchise Conversion
Scheme.
TownePost is jointly and severally liable because, based on the Britt Parties
representations, Britt Interactive assigned the License Agreements to TownePost.
The Britt Parties actions as described above were unauthorized, taken without the
knowledge or consent of Chilly Panda, were carried out to the detriment of Chilly Panda and constitute
a material breach of the fiduciary duties owing to Chilly Panda.
Because of these material breaches, Chilly Panda has been damaged in an amount to
be determined.
COUNT X
DEFAMATION
From at least August of 2016 and before, based on information and belief, the Britt
Parties and Brown, in an effort to carry out the Franchise Conversion Scheme, began intentionally,
knowingly, purposefully and maliciously, publishing false statements to third party including, without
limitation, Chilly Pandas vendors and advertising customers as well as other third-parties, that
TownePost and/or Britt Interactive, and not Chilly Panda, was the owner of the Chilly Panda property,
that Chilly Panda was being dishonest about the Chilly Pandas ownership of the Chilly Panda property,
that Chilly Panda was trying to steal and/or convert the Chilly Panda property, and that Chilly Panda
was engaging in deceptive business practices with their advertising customers and the public at large.
Chilly Panda informed the Britt Parties and Brown that these defamatory statements,
as well as others, were false and requested that these statements be retracted but the Britt Parties and
Brown refused to do so.
In fact, instead of retracting these statements, the Britt Parties and Brown accelerated
the launch of these defamatory statements through the entire Franchise Conversion Scheme and
beyond.
The Britt Parties and Browns statements were (and continue to be) made intentionally,
maliciously, knowingly and with reckless falsity and with intent to injure the reputation of Chilly Panda
and its members, Dann Veldkamp and Jody Veldkamp, Chilly Panda's Magazines, Chilly Panda's Brand
and the Magazines Names, and Chilly Pandas property.
Because of the Britt Parties and Browns knowingly and intentionally false statements,
Chilly Panda has suffered (and continue to suffer) damages, in an amount to be determined, to their
reputation, Chilly Panda's Magazines, Chilly Panda's Brand and the Magazines Names, and Chilly
Pandas Property.
COUNT XI
FRANCHISE FRAUD
122. I.C. 23-2-2.5, et seq., also known as the Indiana Franchise Act (the Act) applies to
a franchise if the offeree or franchisee is an Indiana resident . . . .
123. The Britt Interactive and/or TownePost is an offeree (i.e., one who grants a franchise)
under the meaning of the Act and resides in Indiana. I.C. 23-2-2.5-1(c). As such, the Act applies to
the acts and omissions of the Britt Interactive and/or TownePost.

124. I.C. 23-2-2.5-27 of the Act provides as follows: It is unlawful for any person in
connection with the offer, sale or purchase of any franchise, or in any filing made with the
commissioner, directly or indirectly: (1) to employ any device, scheme or artifice to defraud; (2) to make
any untrue statements of a material fact or to omit to state a material fact necessary in order to make
the statements made, in the light of circumstances under which they are made, not misleading; or (3)
to engage in any act which operates or would operate as a fraud or deceit upon any person.
125. I.C. 23-2-2.5-1(f) of the Act defines [f]raud and deceit as any misrepresentation
in any manner of a material fact, any promise or representation or prediction as to the future not made honestly
or in good faith, or the failure or omission to state a material fact necessary to make the statements made, in the
light of the circumstances under which they were made, not misleading. (Emphasis added); see also
Hacienda Mexican Restaurant of Kalamazoo Corp. v. Hacienda Franchise Group, Inc., 641 N.E.2d 1036 (Ind.
Ct. App. 1994) (franchise fraud may be based on false predictions, promises or representations about
the future); Enservco, Inc. v. Indiana Securities Div., 623 N.E.2d 416. (Ind. 1993) (elements of franchise
fraud include false statements or omissions). Indeed, the elements of franchise fraud are not as
extensive as elements of common-law fraud. See Continental Basketball Ass'n, Inc. v. Ellenstein
Enterprises, Inc., 669 N.E.2d 134, 137 (Ind. 1996).
126. The Act creates a private right of action for acts which constitute fraud, deceit or
misrepresentation. See Continental Basketball Ass'n, Inc. v. Ellenstein Enterprises, Inc., 669 N.E.2d 134, 137
(Ind. 1996); see also Moll v. South Central Solar Systems, 419 N.E.2d 154, 162 (Ind. Ct. App.1981); Master
Abrasives Corp. v. Williams, 469 N.E.2d 1196, 1200 (Ind. Ct. App.1984); Hardee's of Maumelle, Ark., Inc.
v. Hardee's Food Systems, Inc., 31 F.3d 573, 577 -78 (C.A.7 1994).
127. I.C. 23-2-2.5-28 of the Act provides special remedies for violation of the Act.
Specifically, [a] person who recovers judgment for a violation of [I.C. 23-2-2.5, et seq.] may recover, as
part of that judgment: (1) any consequential damages; (2) interest at eight percent (8%) on the judgment;
and (3) reasonable attorney's fees . . . . In addition, the Act provides for liability against the Individual
Defense Claimants in this matter, the Britts, and Brown (hereinafter, the Individual Defense
Claimants).
128. Specifically, I.C. 23-2-2.5-29 provides that [e]very person who materially aids or abets
in an act or transaction constituting a violation of this chapter is also liable jointly and severally to the
same extent as the person whom he aided and abetted . . . . Furthermore, [a] person (i.e., the
Individual Defense Claimants) who knowingly violates [I.C. 23-2-2.5, et seq.] commits a Class C
felony.
129. The Individual Defense Claimants, working in active concert with each other and Britt
Interactive and TownePost, concocted the Franchise Conversion Scheme to force the Veldkamps
and/or Chilly Panda and other publishers to enter into the Franchise Agreement in violation of the
IFA.
130. Brown, working in active concert with the Britt Parties, was the architect of the
Franchise Conversion Scheme.
131. Pursuant to the License Agreements, the Britt Parties maintained significant control
over Chilly Pandas publications, control over marketing, including without limitation, through the
Britt Network, charged a franchise fee and charged royalties.
132. Pursuant to the License Agreements, the Britt Parties illegally offered a franchise
relating to the publication of the Newsletters (and/or, alternatively, the Magazines) (the Franchise)
under the IFA to Chilly Panda without proper registration and disclosures.
133. Britt Interactive and/or TownePost, acting through the Individual Defense Claimants,
and the Individual Defense Claimants themselves, are in violation of I.C. 23-2-2.7-2 by coercing
and/or forcing Chilly Pandas to accept services which are neither necessary to the operation of the
Franchise, nor required by the License Agreements, or required by law.
and the Individual Defense Claimants themselves, are in violation of I.C. 23-2-2.7-2 by attempting to
coerce Chilly Panda to enter into an agreement with Britt Interactive and/or TownePost by threatening
to cancel their respective License Agreements.
and the Individual Defense Claimants themselves, are in violation of I.C. 23-2-2.7-2 by using deceptive
advertising and engaging in deceptive acts in connection with Chilly Panda including, without
limitation, the carrying out of the Franchise Conversion Scheme.
136. The deceptive and fraudulent activities and misrepresentations of Britt Interactive
and/or TownePost, acting through and under the control and guidance of the Individual Defense
Claimants, and the Individual Defense Claimants themselves, also constitute false advertising in
violation of I.C. 23-2-2.7-2.
137. Chilly Panda has been damaged as a result of the foregoing in an amount to be
determined.
138. In addition to all other remedies available at law or in equity, the Franchisees are
entitled to all remedies available under I.C. 23-2-2.7-4 and other statutory sections of the Indiana Code.
COUNT XII
ACTUAL OR CONSTRUCTIVE FRAUD
140. The Britt Parties owed fiduciary duties to Chilly Panda arising out of their duties and
obligations pursuant to the management services portion of the License Agreements.

141. Prior to executing the Center Grove License Agreement, Tom Britt and Jeanne Britt,
on behalf of Britt Interactive, represented to the Veldkamps and Chilly Panda that Tom drafted the
Center Grove License Agreement so as to confer a license to Chilly Panda for the exclusive use of the
name Center Grove Community Newsletter and web domain atCenterGrove.com. In turn, Chilly
Panda would retain ownership over all content, advertising customers, advertising income, content, and
all other parts making up the Center Grove Community Newsletter and any other publication of Chilly
Panda and that Chilly Panda was permitted under the Center Grove License Agreement to continue
publishing its publications in the event the Center Grove License Agreement was ever terminated.
142. At the time that the Britts made the foregoing representations, the Britt Parties knew
these representations to be false.
143. In reliance on the foregoing representations, Chilly Panda entered into the Center
Grove License Agreement.
144. Prior to executing the Greenwood License Agreement, Tom Britt and Jeanne Britt, on
behalf of Britt Interactive, represented to the Veldkamps and Chilly Panda that Tom drafted the
Greenwood License Agreement so as to confer a license to Chilly Panda for the exclusive use of the name
Greenwood Community Newsletter and web domain atGreenwood.com. In turn, Chilly Panda
would retain ownership over all content, advertising customers, advertising income, content, and all
other parts making up the Greenwood Community Newsletter and any other publication of Chilly Panda
and that Chilly Panda was permitted under the Greenwood License Agreement to continue publishing
its publications in the event the Greenwood License Agreement was ever terminated.
145. In reliance on the foregoing representations, Chilly Panda entered into the Greenwood
License Agreement which is virtually identical to the Center Grove License Agreement.
146. At the time that the Britts made the foregoing representations, the Britt Parties knew
these representations to be false.
147. Chilly Panda decided to stop publishing the Newsletters in July of 2015 and chose
instead to begin publishing the Magazines in August of 2015, and Chilly Panda chose the names Center
Grove Community Magazine and Greenwood Community Magazine and, in reliance on the above-
referenced representations, chose to use the Britt Network to market Chilly Pandas Magazines and to
continue providing Chilly Panda with management services, which Britt Interactive approved.
148. The Individual Defense Claimants, working in active concert with each other and Britt
Interactive and TownePost, concocted the Franchise Conversion Scheme to force the Veldkamps
and/or Chilly Panda and other publishers to enter into the Franchise Agreement and in an effort to
convert Chilly Pandas property.
149. The deceptive and fraudulent activities and misrepresentations of Britt Interactive
and/or TownePost, acting through and under the control and guidance of the Individual Defense
Claimants, and the Individual Defense Claimants themselves, also constitute false advertising in
violation of I.C. 35-43-5-3.
150. Chilly Panda has been damaged as a result of the foregoing in an amount to be
determined.
COUNT XIII
STORED COMMUNICATIONS ACT
152. The Britt Parties, through an electronic service provider, hosted Chilly Pandas emails,
which were then forwarded to Chilly Pandas email accounts @chillypandamedia.com. However, access
to the Veldkamps and Chilly Pandas email was cut off by the Britt Parties, whom then availed themselves
of access to those stored communications in violation of the Federal Stored Communications Act. One
such example can be seen in Exhibit D attached hereto and incorporated by reference herein.
153. Because of the foregoing, Chilly Panda has been damaged in an amount to be
determined and are entitled to such damages as well as statutory damages and attorney's fees.
COUNT XIV
ACCOUNTING
155. Pursuant to the management services provided by the Britt Parties under the License
Agreements, including without limitation, accounting services, collection services, invoicing services,
account receivable services, and accounted payable services, the Britt Parties owe Chilly Panda an
accounting of all revenue generated for all Newsletters and Magazines, including, without limitation, the
Counterfeit Magazines.
COUNT XV
INDIVIDUAL LIABILITY
157. Tom Britt and Jeanne Britt are directly and/or jointly and severally liable under
common law for the misconduct of Britt Interactive and/or TownePost as described throughout this
Complaint because these individuals personally participated in the wrongful conduct or otherwise
ordered said wrongful conduct to be done.
158. Britt Interactive and/or TownePost served as mere alter egos of the Britts and were used
by the Britts to promote fraud and injustice as described supra on Chilly Panda.
159. While it is currently unknown whether other individuals engaged in the same conduct
as the Britts (except as otherwise described in the other individual Counts set forth supra), Claimants
reserve the right to seek to add these unknown individuals and/or entities as parties hereafter.
COUNT XVI
DECLARATORY JUDGMENT
161. Each Agreement specifically identifies what Chilly Panda will own and retain under
the Agreement and what Britt Interactive will continue to own.
91. As for Chilly Panda, Section 5.3 of the License Agreements provide for Chilly Panda to
own and retain:
a. All print sales generated through the magazines;

b. All online sales or revenue sharing generated via the domains;
c. Customer information for the magazines;
d. Customer information for the domains;
f. Partnership agreements with area organizations;
g. Final digital files created for the magazines; and
h. Content created for Chilly Panda, the publications, and domains from April 1, 2012,
to termination of the License Agreement(s).
162. Consistent with ownership over the Newsletters, Section 10 of the License Agreements
acknowledges Chilly Pandas right to transfer the Newsletters. Section 9 of the License Agreements
further provide that Chilly Panda accepts the foregoing product AS IS and even further provides
that Britt Interactive will not be liable for any damages[] that are in any way related to the [Newsletters].
163. As for Britt Interactive, Section 5.4 of the License Agreements provide for Britt
Interactive to continue to own:
a. The names, Greenwood Community Newsletter and Center Grove Community

Newsletter;
b. The web domains, atCenterGrove.com and atGreenwood.com;
the domains and magazines prior to April 1, 2012; and
d. All weblog programming, design, and source code for the web domains.
164. A dispute has arisen between the parties relating to ownership over the Chilly Panda
Property.
165. Chilly Panda hereby requests a declaratory judgment that (1) Chilly Panda owns the
Chilly Panda property, and (2) that ownership over the Magazines Names and the Magazines are not
controlled by the License Agreements.
COUNT XVII
PRELIMINARY AND PERMANENT INJUNCTION
180. Because of the Britts Franchise Conversion Scheme and all acts carried out in
furtherance thereof, including, without limitation, their defamatory acts, tortious interference, acts of
conversion, deceptive acts, trademark infringement, copyright infringement, counterfeiting, false
advertising, breaches of fiduciary duties, fraudulent acts, and other acts as described supra, Chilly Panda
has suffered (and continue to suffer) harm to its reputation, Chilly Panda's Magazines, Chilly Panda's
Brand and the Magazines Names, and Chilly Pandas property.
181. These acts also continue to interfere with Chilly Pandas business relationships with
actual and potential customers as well as the publications themselves.
182. These acts have caused and will continue to cause immediate and irreparable harm to
Chilly Panda unless enjoined.
183. The public will not be disserved in the event the Court grants the relief requested
herein.
184. Chilly Panda is likely to succeed on the merits of this case.

185. Because of these acts, Chilly Panda is without an adequate remedy at law.
186. Chilly Panda is requesting preliminary and permanent injunctive relief in the form set
forth infra.
PRAYER FOR RELIEF
WHEREFORE, Chilly Panda seeks the following relief against the Defense Claimants:
A. For a declaratory judgment that Defense Claimants have:
(i) Violated 15 U.S.C. 1114 by infringing upon the Magazine Names and Trade
Dress;
(ii) Engaged in unfair competition by causing confusion in the minds of the

commercial community and general public as to the source and sponsorship of
certain goods and services;
(iii) Exercised unlawful domain over the Magazine Names, the Magazine Content,
the Newsletter Content, and the Trade Dress without the permission of Chilly
Panda;
(iv) That Chilly Panda Property belongs to Chilly Panda; and,
(v) That the ownership of the Magazine Names and the Magazines are not governed
by the Newsletter Agreements.
B. That, pursuant to 15 U.S.C. 1116, Defense Claimants and their owners, partners,
officers, directors, agents, servants, employees, representatives, publishers, subsidiaries, manufacturers
and distributors, jointly and severally, are enjoined throughout the world during the pendency of this
action, and permanently thereafter from:
(i) Infringing the Newsletters, the Magazines, Magazine Names, the Magazine
Content and Trade Dress in any manner;
(ii) Manufacturing, marketing, advertising, distributing, selling, promoting,

licensing, exhibiting, or displaying any product or service using the Newsletters,
the Magazines, the Magazine Names and Trade Dress or any copies or
counterfeits thereof or anything confusingly similar thereto;
(iii) Otherwise infringing the Magazine Names, the Magazine Content, the
Newsletter Content, and the Trade Dress;
(iv) Using any false description, representation, or designation, or otherwise

engaging in conduct that is likely to create an erroneous impression that
Defense Claimants products are endorsed by Chilly Panda or any related
company, sponsored by Chilly Panda or any related company, or are connected
in any way with Chilly Panda and/or Chilly Panda or any related company;
(v) Suggesting, claiming and/or implying ownership and/or control over the
Magazine Names, the Magazine Content, the Newsletter Content, and the
Trade Dress without the permission of Chilly Panda;
(v) Interfering in the existing contracts or business expectancies of Chilly Panda in

any manner whatsoever;
(vi) Using the Newsletters, the Magazines, the Magazine Names, the Magazine
Content, the Newsletter Content, and the Trade Dress in any manner
whatsoever;
(vii) Holding themselves as publishers or otherwise authorized users of the

Newsletters, the Magazines, any content of the Newsletters or the Magazines,
the Magazine Names and Trade Dress; and,
(viii) Using the Magazine Names and Trade Dress in promotional literature or
materials, including those posted on the Internet.
C. Furthermore, Chilly Panda is entitled to permanent injunctive relief, pursuant to 17

U.S.C.A. 502:
(i) Enjoining Defense Claimants (including their agents, officers, employees, and
assigns) from infringing, inducing infringement of, or contributing to
infringement of the Newsletters, the Magazines, any content of the Newsletters
or the Magazines, the Magazine Names and Trade Dress;
(ii) For an accounting of all gains and profits derived through infringement of
copyright;
(iii) Judgment against Defense Claimants pursuant to 17 U.S.C.A. 504(b), of

Plaintiffs actual damages suffered as a result of the infringements, plus any
profits attributable to the infringement;
(iv) Statutory damages ($150,000.00 per incident); and,
(v) Recovery of full costs, Plaintiffs reasonable attorney fees, pursuant to 17

U.S.C.A. 505; prejudgment and post judgment interest on the damages
awarded; and such other and further relief as this Court may deem equitable.
D. That, pursuant to 15 U.S.C 1118, Defense Claimants be required to deliver up to the

Court, or to some other person that the Court may designate, for ultimate destruction, any and all
articles of merchandise or other things in the possession or control of Defense Claimants which might,
if sold or marketed for sale, violate the injunction granted herein.
E. That, pursuant to 15 U.S.C. 1117, Chilly Panda be awarded Defense Claimants

profits, actual damages, treble damages, costs of suit and attorneys fees.
F. That, pursuant to 15 U.S.C. 1117(c), upon Chilly Panda's election and sole option,
Chilly Panda be awarded its just and proper statutory damages.
G. That Claimants be awarded such punitive damages they may show themselves entitled
to.
H. That Claimants be awarded Defense Claimants profits, actual damages, treble damages,
costs of suit and attorneys fees.
I. That Claimants be awarded post-judgment interest on the foregoing amounts at the

maximum rate allowed by law.
M. For all other remedies at law and or in equity and damages in an amount to be
determined.
N. For all other damages and remedies available at law and in equity.
VERIFICATION
I hereby affirm under penalty of perjury that the foregoing factual statements are true and
accurate to the best of my actual knowledge.
__/s/ Jody Veldkamp______________

JODY VELDKAMP, MEMBER
CHILLY PANDA MEDIA, LLC
Respectfully submitted,
Matthew M. Cree #27073-41

Law Office of Matthew M. Cree, LLC
PO Box 7805
Greenwood, Indiana 46142
Ph. 317.695.1008 | Fax 317.942.0941
Email: matt@creelawoffice.com
P. Adam Davis #23542-53

Davis and Sarbinoff, LLC
1 South Rangeline Road, Suite 400
Carmel, IN 46032
Ph. 317.569.1296 | Fax 317.569.1293
Email: efilings@d-slaw.com
Attorneys for Plaintiff, Chilly Panda
CERTIFICATE OF SERVICE
I hereby certify that the foregoing document complies with the requirements of Trial Rule 5(G)
with regard to information excluded from the public record by Administrative Rule 9(G) and that a
copy of the foregoing has been duly served upon the following parties via electronic filing on February
6, 2017:
Josh F. Brown
Stephanie L. Maris
Jonathan D. Mattingly
P. Adam Davis
Matthew M. Cree, 27073-41
Law Office of Matthew M. Cree, LLC

PO Box 7805
Greenwood, IN 46142
T. 317.695.1008 | F. 317.942.0941
Email: matt@creelawoffice.com
Apr 02 14 Britt Interactive LLC
Case 1:17-cv-01544-LJM-DKL Document 1-3 Filed 05/10/17 31Page
75363030
43 of 65 PageID #: 96
License Agreement
This License Agreement (the "Agreement") is made effective as of March 26. 2012. between Britt
Interactive LLC, of PO Box 36097, Indianapolis. Indiana 46236 and Chilly Panda Media, of 2452 Forest
Hills Blvd., Greenwood, Indiana 46143.
In the Agreement, the party who is granting the right to use the licensed property will be referred to as
'Britt," and the party who is receiving the right to use the licensed property will be referred to as "Chilly
Panda".
The parties agree as follows:
1. GRANT OF LICENSE. Britt owns the name, Greenwood Community Newsletter, and domain,
"atGreenuood.com". In accordance with this Agreement, Britt grants Chilly Panda an exclusive
license to use both the name. "Greenwood Community Newsletter,- and the domain,
"atGreenwood.com," for a one-time fee of $5,000.00 (the "Initial License Fee"). The Initial License
Fee is to be paid accordingly: $500 payable upon signing this Agreement and the remainder paid in
installments of $450 per month for 10 consecutive months beginning July l, 2014. Chilly Panda
may, however, pay the remaining balance of the Initial License Fee in full at any time and without
penalty.
2. GEOGRAPHIC AREA. This grant of license applies to the following described or other mutually
agreed upon geographical areas: City of Greenwood corporate limits and zip codes 46142, 46143
and 461 84.
3. PAYMENT OF ROYALTY. Chilly Panda will pay to Britt a royalty calculated as follows: 7.5% of
gross sales up to and including $5,000 per month, 5% on gross sales over $5,000 per month. The
royalty shall be paid monthly. net 15 days.
4. MODIFICATIONS. Unless the prior written approval of Bri is obtained, Chilly Panda may not
modify or change the "atGreenwood.com" design in any manner.
5. OBLIGATIONS.
5.1 Britt's obligations include:

a. Print newsletter production and oversight;
b. Ad design both print and online and associated processes oversight:
c. Weblog support and updates:
d. Online advertising design and management;
e. New product development and implementation;
f. Accounting functions: invoicing, accounts payable, accounts receivable. income
statements. bank deposits, etc.;
g. CRM software support;
h. On-going training and consultation monthly to ensure financial success; and Print
vendor negotiations and pricing.
Case 1:17-cv-01544-LJM-DKL Document 1-3 Filed 05/10/17 31Page 75363030
44 of 65 PageID #: 97
5.2 Chilly Panda's obligations include:
a. Sales (print, online, video, and other products and services);
b. Editorial oversight, development. and costs;
c. Printing, production, and mailing costs associated with the newsletter; and
d. Al] office supplies, utilities, mileage, and other business related costs.
5.3 In exchange, Chilly Panda will own and retain:

a. All print sales generated through the Greenwood Community Newsletter;
b. All online sales or revenue sharing generated through atGreenwood.com;
c. Customer information for Greenwood Community Newsletter:
d. Customer information for atGreenwood.com;
f. Partnership agreements with area organizations; Final digital files created for
newsletters; and
h. Content (stories, videos, advertisements) created for Chilly Panda, Greenwood
Community Newsletter and atGreenwood.com to the termination of this Agreement.
5.4 Britt will continue to own:

a. The "atGreenwood.com" domain;
b. The name, "Greenwood Community Newsletter";
atGreenwood.com and the Greenwood Community Newsletter prior to April l , 2012: and
d. All weblog programming, design, and source code for atGreenwood.com.
6. TERMINATION.
6.1 Default and Opportunity' to Cure. If either party fails to abide by their obligations under this
Agreement, then the non-defaulting party shall give the defaulting party written notice
specifying the nature of the default and identifying the particular provision in this Agreement
giving rise to the default. The defaulting party shall have 30 days to either (i) notify the
nondefaulting party that no default has occurred, and provide reasonable proof thereof, or
(ii) cure the default. If the defaulting party fails to do so within the 30 day period. then the
nondefaulting party may terminate this Agreement upon 30 days written notice.
6.2 Termination Fee. Britt may terminate the license at any time. The termination price shall be
equal to the net income for the period of 3 months prior to the termination date or the Initial
License Fee, whichever is higher. Net income will be determined by the following formula:
Gross territory sales minus print, commission, design, mailing, editorial and distribution
expenses.
7. CONVERSION TO FRANCHISE AND RIGHT OF FIRST REFUSAL.
7.1 Should Britt choose to transform this license to a franchise, it shall provide Chilly Panda
written notice of its decision offering Chilly Panda the first opportunity' to purchase the
territory franchise for $1.00.
Case 1:17-cv-01544-LJM-DKL Document 1-3 Filed 05/10/17 31Page 75363030
45 of 65 PageID #: 98
8. ALTERNATIVE DISPUTE RESOLUTION. All disputes under this Agreement that cannot be
resolved by the parties shall first be submitted to mediation using a mutually agreeable mediator
located in either Johnson or Marion County. Indiana. Should mediation prove unsuccessful, then all
disputes shall be submitted to arbitration under the rules and regulations of the American Arbitration
Association. Either party may invoke this paragraph after providing 30 days written notice to the
other party specifying the nature of the dispute(s) and identifying the provisions of this Agreement
giving rise to the dispute. All costs and expenses of mediation and arbitration shall be divided
equally between the parties. Any mediated agreements or arbitration awards may be enforced by a
court of law,
9. WARRANTIES. Neither party makes any warranties with respect to the use of the name
"Greenwood Community Newsletter" and the domain. 'atGreenwood.com" by the other party or by
any third party, and Chilly Panda accepts the products "AS IS." In no event will Britt be liable for
direct, indirect, special. incidental, or consequential damages, that are in any way related to the use
of the name "Greenwood Community Newsletter" and the domain, "atGreenwood.com"
10. TRANSFER OF RIGHTS. Chilly Panda has the ability to transfer its rights under this License
Agreement to a mutually agreeable purchaser.
11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are
no other promises or conditions in any other agreement whether oral or written. This Agreement
supersedes any prior written or oral agreements between the parties.
12. AMENDMENT. To be enforceable. any modifications or amendments to this Agreement must be

in writing and signed by both an authorized representative of both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds
that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid or enforceable, then such provision shall be deemed to be written, construed.
and enforced as so limited.
14. WAIVTR OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this Agreement.
15. APPLICABLE LAW, JURISDICTION AND VENUE. This Agreement shall be by the laws of the
State of Indiana. The parties hereby consent to the exclusive venue and jurisdiction of the Circuit
and Superior Courts of Johnson County, Indiana for the purpose of enforcing this Agreement and
any mediated agreements or arbitration awards issued in connection with Paragraph 7. above.
Signature page immediately follows.

Case 1:17-cv-01544-LJM-DKL Document 1-3 Filed 05/10/17 31Page
75363030
46 of 65 PageID #: 99
Licensor:
Britt Interactive LLC
Date:
Thomas Britt
President
Licensee:
Chilly Panda
By:
Jody Veldkamp
Co-Publisher
By: Date: 4/2/2014
Daniel Veldkamp
Co-Publisher
Franchise Disclosure Document (FDD) and the Franchise Agreement to give you ample
Confidential
Please note that upon termination and buyout in accordance with option #2 above, you will be
required to return any and all materials that contain our licensed Marks and must immediately
cease use of all licensed Marks. Additionally, access to our systems will likely be limited or
completely shut off.
Confidential
From: Tom Bri [ ] On Behalf Of Tom Bri

Sent: Saturday, August 13, 2016 11:00 AM
To: Stacy Conrad < >
Subject: Important TownePost Billing Info
not
PS: In case you missed our W9 last month, you can download it now (click here).
Copyright 2016 TownePost LLC, All rights reserved.

TownePost Network Inc.
(In the Geist Office Suites)

Law Office of Josh F. Brown

Josh F. Brown Direct: 317-688-9111
Attorneys at Law Fax: 317-688-9100
Josh@IndyFranchiselaw.com
August 15, 2016

Via Electronic Mail
Dann@chillypandamedia.com
Jody@chillypandamedia.com
Daniel Veldkamp
Jody Veldkamp
2452 Forest Hills Blvd.
Greenwood, IN 46143
RE: Notice of Termination of License Agreements and Cease and Desist
Dear Daniel and Jody Veldkamp:
I represent TownePost Network Inc. and Tom Britt. It has come to our attention that you
are currently using TownePost Networks proprietary information, including its registered
trademarks and logos in an unauthorized manner. Specifically, the TownePost Network mark,
Center Grove Community Magazine logo, and Greenwood Community Magazine logo are being
used in part or in whole on the following websites:
Website domain: http://centergrovecommunitymagazine.com/

Issuu.com: https://issuu.com/chillypandamedia
Website domain: http://chillypandamedia.com/
Your unauthorized use of the marks TownePost Network, Center Grove Community
Magazine, and Greenwood Community Magazine logos are in violation of common law, Indiana
state law, and/or United States federal trademark and unfair competition laws, specifically the
Lanham Act, and appears designed to cause confusion, mistake, and to deceive consumers into
believing that your publications are the same as, or are affiliated with, the high-quality goods and
services provided by TownePost Network under the well-known TownePost Network trade name
and trademark. This is an obvious misuse and infringement of our clients prior and superior rights
in its TownePost Network name and marks.
Moreover, it has come to our attention that you have materially changed many, if not all,
of the contracts previously executed by TownePost Network, or one of its affiliate entities, in an
attempt to gain access and control and/or circumvent monies that rightfully flow to and belong to
TownePost Network. To the extent this has occurred, we deem such activity to be an egregious
effort to materially interfere with TownePost Networks relationships with its customers and to
otherwise damage its financial interests. Any and all such activities must immediately cease.
Accordingly, we hereby demand that you cease and desist from all use of TownePost
Networks or any of its affiliates marks, and that you immediately retract and cease communicating
with any and all customers that are contractually bound with TownePost Network immediately.
If, by the end of business (6:00 p.m.) on Tuesday, August 16, 2016, you have not ceased and
desisted in all material respects we will have no choice but to seek any and all legal options
available to us, including but not limited to, seeking damages and attorneys fees as provided for
under common law, statutory law and the Lanham Act for willful infringement of TownePost
Networks trademark.
Finally, please allow this letter to serve as written notice that due to the activity listed
above, your License Agreement for the territory of Center Grove, dated October 29, 2012, and
your License Agreement for the territory of Greenwood, dated April 4, 2014 are terminated,
effective immediately. In accordance with this termination, you must cease and desist from using
and must immediately return anything in your possession that reflects the trademarks, images,
methods, processes, techniques, information, trade practices, and other proprietary products owned
by TownePost Network that were utilized by you under the License Agreement. Such proprietary
information includes but is not limited to:
The trademark TownePost Network;

The TownePost Network logo;
The atCenterGrove.com domain;
The atGreenwood.com domain;
The name, Center Grove Community Newsletter;
The name, Greenwood Community Newsletter;
The name, Center Grove Community Magazine;
The name, Greenwood Community Magazine;
Any and all names and logos that are the same as, or confusingly similar to: Center
Grove Community Newsletter; Greenwood Community Newsletter; Center
Grove Community Magazine; Greenwood Community Magazine; TownePost
Network, Inc.; and/or any other marks or logos owned and used by TownePost
Network, Inc. and/or its licensees;
Any and all business processes, customer information, and intellectual property
associated with atCenterGrove.com, the Center Grove Community Magazine, and
the Center Grove Community Newsletter, including but not limited to social media
pages such as Facebook and Twitter;
associated with atGreenwood.com, the Greenwood Community Magazine, and the
Greenwood Community Newsletter, including but not limited to social media pages
such as Facebook and Twitter; and
associated with TownePost Network, Inc., TownePost Network publications, and
any affiliate entities of TownePost Network, Inc.
A final accounting is in process and any money owed to you through the August,
2016 publication date, will be remitted to you as soon as practicable.
My client would prefer to resolve this situation amicably, but is prepared to protect its
rights should we not be able to resolve this matter in short order. Should you or your legal counsel
wish to discuss this matter further, please do not hesitate to reach out to me.
Sincerely yours,
Josh F. Brown
cc: Tom Britt


Heres the email I just received from Tom Bri .
Heather
Inviting Connecting Serving
From: [mailto: ] On Behalf Of Tom Britt

Sent: Friday, August 19, 2016 1:08 PM
To: ; Miranda Stockdall
Subject: Greenwood and Center Grove Community Magazines Info



Chilly Panda Complaint

Uploaded by

Document Information

Description:

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Description:

Copyright:

Available Formats

Chilly Panda Complaint

Uploaded by

Description:

Copyright:

Available Formats

Case 1:17-cv-01544-LJM-DKL Document 1-3 Filed 05/10/17 Page 1 of 65 PageID #: 54

STATE OF INDIANA JOHNSON SUPERIOR COURT NO. 1

CHILLY PANDA MEDIA, LLC,

BRITT INTERACTIVE LLC,

BRITT INTERACTIVE LLC,

CHILLY PANDA MEDIA, LLC,

PLAINTIFFS AMENDED COMPLAINT FOR

Brown, avers as follows:

company with its principal office located in Greenwood, Indiana.

2. Defendant, Britt Interactive LLC (Britt Interactive), is a domestic limited liability

company with its principal office located in Indianapolis, Indiana.

3. Defendant, TownePost Network, Inc. (TownePost), is a domestic limited liability

company with its principal office located in Indianapolis, Indiana.

4. Defendant, Tom Britt, is an individual residing in Indianapolis, Indiana.

5. Defendant, Jeanne Britt, is an individual residing in Indianapolis, Indiana.

6. Defendant, Josh F. Brown, is an individual employed as an attorney-at-law with his

principal office located in Hamilton County, Indiana.

Agreements attached to Plaintiffs Amended Complaint as Exhibits A and B.

A. The License Agreements

community-specific online domains (e.g. www.atCenterGrove.com and www.atGreenwood.com) to

the residents of the respective communities.

agreement (the Center Grove License Agreement) is attached as Exhibit A.

Agreement) is attached as Exhibit B.

network of other Community Newsletters (the Britt Network).

quality content for their respective publications.

selling advertisements in another publishers publication.

18. Each Licensing Agreement was drafted by Tom Britt.

own and retain (emphasis added):

a. All print sales generated through the magazines;

Interactive to continue to own (emphasis added):

a. The names, Greenwood Community Newsletter and Center Grove Community

www.atCenterGrove.com and www.atGreenwood.com.

of the Britt Network.

or marketing its existing publications under a different name.

into a license agreement.

statements, and making bank deposits.

a percentage of its monthly sales.

vendors, which sometimes included Britt Interactive.

(as defined therein), whichever is higher.

to lose over the course of 90 days (the Termination Fee).

B. Chilly Pandas Change from Newsletters to Magazines.

Magazine in August of 2015.

same fee without deviation from the License Agreements.

continued to collect its monthly management fees from Chilly Panda.

C. The Britts Franchise Conversion Scheme.

franchises a more attractive investment.

Franchise) and wanted all publishers to convert into franchisees.

i. Implementation of Phase I of the Britt Franchise Scheme

Newsletter publishers, Tom Britt, and Josh Brown.

Britt, Britt Interactive, and TownePost.

including the License Agreements to TownePost. TownePost intended to implement a franchise

that the franchise conversion was to be completed by October 1, 2016.

2016, letter is attached as Exhibit C.

licenses per the terms of the License Agreements. See Exhibit C.

publishers to maintain contact and invoicing information for their advertisers.

to MagHub is exclusively controlled by Tom Britt.

ii. Implementation of Phase II of the Britt Franchise Scheme

proceeds to Chilly Panda.

iii. Implementation of Phase III of the Britt Franchise Scheme

example is attached hereto as Exhibit D.

and other information required to produce Chilly Pandas publications.