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					      I   COOLEYLLP
          MICHAEL G. RHO_DES     (SPN lt6t27) (rhodesmg@cooley.com.l
      2   GAVIN L. CHARLS    TON_(SBN53899) (gcharl
                                       2            stoi@cooiey.
                                                              com)
      a
      J
          l0l California
          San
                        Street, Floor
                              5th
              Francisco, 94111-5800
                        CA
          Telephone: (415)693-2000
                                                                                    I
     4    Facsimile: (415)693-2222
     5    {}$Pl1, LEQE_(qBN   n47 s0) (peckah@cooley.
                                                   com)
                                                                                   :r:#,
          JEFFREY NORBERG
                    T.         (SBN 215057) (norberg@cooley.com)
     6    3175Hanover  Street
          PaloAlto, CA 94304-1130
          Telephone: (650)843-5000
          Facsimile: (650)849-7400
     8
          Attorneys for Plaintiff          H-fiiing
     9    FACEBOOK, INC.

 l0

 ll
                                     LINITEDSTATES

                                    NORTHERN
                                                  DISTRICTCOURT
                                            DISTRICTOF CALIFORNIA
                                                                           Wi
 t2
                                                Iffi11                    -lBoE
          FACEBOOK,
                  INC.,                           CaseNo.
14                                                COMPLAINT SEEKING DAMAGES
                                                  AND INJUNCTIVE RELIEF FOR:
15               V.
                                                 (l) Federal TrademarkDilution,
16        VARIOUS,INC.; GMCI INTERNET                      g
                                                 ls u.s.c. 1125;
          OPERATIONS,      INC.;TRAFFICCAT,INC.; (2) Contributory and Vicarious Trademark
l7        FRIENDFINDER      NETWORKS  INC.: and  Dilution under 15 U.S.C.$ 1125
          D O ES1 -1 0 0 ,                       (3) Trademark Dilution Under Cal. Bus. &
l8                                                Prof. Code S 14247;
                             Defendants.          (4) FalseDesignationof Origin,
t9                                                        g
                                                  ls u.s.c. 1r25;
                                                  (5) Federal Trademark Infringement
20                                                (FACEBOOK), 15 U.S.C.g 1114;
                                                  (6) Common Law Trademark
2l                                                Infringement;
                                                  (7) Contributory and Vicarious Trademark
22                                                Infringement;
                                                  (8) Violation of the Anti-Cybersquatting
                                                                                         -
z)
                                                  ConsumerProtection Act, 15 U.S.C.$
                                                  r125(d);
24                                                (9) Contributory and Vicarious Violation of
                                                  the Anti-Cybersquatting Consumer
25                                                Pr_otectionAct, 15 U.S.C.g 1125(d);
                                                  (10) Unfair Competition, Cal. Bus. & prof.
26                                                Code $$ 17200,et seq.; and
                                                  (11) Declaratory Relief.
27
                                                 JURY TRIAL DEMANDED
28

                                                               COMPLAINT SEEKING DAMAGES
                                                                    AND INJUNCTIVE RELIEF
                      I          1.       Plaintiff Facebook, Inc. ("Facebook") brings this suit to enjoin Defendants'

                      2   ongoing infringement of the famous FACEBOOK trademark to promote an online "adult"

                      J   networking service and affiliate program under the brand FACE BOOK OF SEX. Defendants'

                      4   mark, websitesand affiliate program are a deliberateand blatant attempt to imitate and trade upon

                      5   the success of the Facebook brand. Association with Defendants' pornographic websites

                      6   tarnishesFacebook'sreputationand abuses trust of Facebookusers. Accordingly, Facebook
                                                                 the

                      7   brings this suit to put a stop to Defendants' unlawful scheme.

                      8                                               Plnrrns
                      9           2.       Facebookis a Delawarecorporationhaving its principal place of business 1601
                                                                                                                 at

                   l0      SouthCalifornia Avenue,Palo Alto, California 94304.

                   ll            3.       Facebook is informed and believes, and based thereon alleges, that Defendant

                   12     Various, Inc. ("Various") is a California corporationhaving its principal place of business 220
                                                                                                                     at

                   13     Humboldt Court, Sunnyvale, California, 94304 and that it is a subsidiary of Defendant

                   14     FriendfinderNetworks Inc.

                   15            4.       Facebook is informed and believes, and based thereon alleges,that Defendant

                   t6     GMCI InternetOperations,Inc. is a New York corporationhaving its principal place of business

                   t7     at 1l Penn Plaza, 12th Floor, New York, New York          20001, and that it is a subsidiary of

                   18     DefendantFriendfinderNetworks Inc.

                                 5.       Facebook is informed and believes, and based thereon alleges,that Defendant
             ,t9
               20         Traffic Cat, Inc. is a California corporationhaving its principal place of businessat220 Humboldt

                 2l       Court, Sunnyvale, California, 94304 and that it is a subsidiary of Defendant Friendfinder

                 22       Networks Inc.
                 ^a
                 z)              6.       Facebook is informed and believes, and based thereon alleges,that Defendant

                 24       FriendfinderNetworks Inc. is a Nevadacorporationhaving its principal place of business 6800
                                                                                                                at

                 25       Broken SoundParkway,Suite 200, Boca Raton,Florida, 33487,and that it is the parentcompany

                 26                   Various Inc., GMCI InternetOperations,
                          of Defendants                                    Inc., and Traffic Cat, Inc.

                 27              7.       DefendantsVarious Inc., GMCI Internet Operations,Inc., Traffic Cat, Inc., and

                 28       Friendfinder Networks Inc. are referred to collectivelv herein as "Defendants" or 'Named
       LLP
  COOLEY
ATToRNEYS AT LAw                                                                    COMPLAINTSEEKINGDAMAGESAND
                                                                        2.
 SAN FRANCISCO
                                                                                                INJUNCTIVE RELIEF
                      I   Defendants."
                      a
                      L          8.      Defendantscollectively operatenumerousonline adult networking sites,including
                      a
                      J   facebookofsex.com, afhliate programsthat drive traffic to thosesites.
                                           and

                      4          9.      Facebookis informed and believes,and basedthereonalleges,that Does I through

                      5   100 are membersof an affiliate network operatedby Various Inc., GMCI Internet Operations,

                      6   Inc., Traffic Cat, Inc. and/or Friendfinder Networks Inc., and are the owners, operators,or

                      I                                                                     or
                          beneficiariesof websites that utilize domain names, advertisements, other materials that

                      8   infringe and dilute Facebook'strademarkrights through use of the FACE BOOK OF SEX mark.

                      9   The true identitiesof DefendantsDoes 1 through 100 are not currently known to Facebook,but

                  10      Facebookanticipates
                                            that the true identitiesof Does 1 through 100 will be ascertained way of
                                                                                                            by

                 11       expediteddiscoverypropounded the nameddefendants.Facebookwill amendits complaintto
                                                      to

                 t2       namethosepartiesoncethat informationis discovered.Does 1 through 100 are referredto herein

                 13       as "Doe Defendants"or "Doe DefendantAffiliates."

                 T4                                          JuRrsorcrroN ANDVnNur

                 l5              10.     This Courthasjurisdiction this actionunder15 U.S.C.$$ 1119and l12l and28
                                                                 of

                 I6       U.S.C. $$ 1331,1338,and 1367. This action is filed underthe United StatesTrademark
                                                                                                           Act of

                 17       July 5, 1946,as amended, U.S.C.$ 1501 et seq.(the "LanhamAct").
                                                 15           ,
                 l8              11.     This Complaint also seeksdeclaratoryrelief under the DeclaratoryJudgmentAct,

                 t9       28 U.S.C. S 2201, 2202. This Court has jurisdiction over the subject matter of the declaratory

                 20                           hereinpursuant 28 U.S.C.$$ 1331and 1338and l5 U.S.C.$ 1051,et seq.
                          relief claim asserted            to

                 2I              12.     This Court has personaljurisdiction over Defendantsin that Defendants'willful

                 22       actionshereinallegedtook place in and/orcausedtortious injury to Facebookin this jurisdiction.
                 aa
                 L)              13.     Venue is properin this District pursuant 28 U.S.C. $ 1391,as this is a judicial
                                                                                to

                 24                                     part of the eventsgiving rise to the claims occurred.
                          District in which a substantial

                 25                                        INrna-DlsrRrcr Assrcxrunxr

                 26              14.     This is an IntellectualPropertyAction within the meaningof Civil Local Rule 3-

                 27       2(c), and is to be assigned a District-wide basisaccordingly.
                                                     on

                 28
  CooLEYLLP
ATTORNEYSAT LAW                                                                      COMPLAINT SEEKING DAMAGES AND
                                                                        3.
 SAN FRANctsco                                                                                    INJUNCTIVE RELIEF
           1                                           Ar,r,nclrroNs
                                                 CounroN
           2                    Busnnss
                      Fa,cnnoox's
           a
           J          15.    Facebook began offering its servicesin 2004. Since that time, Facebook has

           4   become one of the most widely recognizedbrands in the United States. As of early 2077,

           5   Facebookprovided online networking servicesin over 70 languages over 500 million active
                                                                              to

           6   usersworldwide, more than half of whom typically logged on to the Facebookwebsite on any

           7   given day. Facebookusersshareover 30 billion piecesof content (web links, news stories,blog

           8   posts,notes,photo albums,etc.) eachmonth and can interactwith 900 million objects(individual

           9   profiles, pages,groups, and events). Facebookusers spend more than 700 billion minutes per

      10       month on facebook.com,
                                    making the site the secondmost trafficked website in the United States

      11       and worldwide.

      t2              16.    Facebookalso offers the "FacebookPlatform," which allows third parties to use

      13       Facebookserviceson their websitesto make thosethird party websitesmore social and engaging.

      t4       To date, more than 2.5 million websitesuse the FacebookPlatform and more than 250 million

      15       people engagewith Facebookthrough independent
                                                           third party websiteseachmonth. SinceApril

      16       2010, an averageof 10,000 new websitesper day have begun to use featuresmade available

      17       through the FacebookPlatform, and currently over 80 of the comScoreU.S. top 100 websites

      18       integrate Facebook features into their independent websites.    These third party websites

      19                   increase visibility of Facebook
               substantially       the                    and its marks.

      20              17.    Facebookis ubiquitouson the web and Facebookusersare accustomed seeing
                                                                                           to

      2l       and using Facebook and its products and servicesacrossthe web, not just on facebook.com.

      22       Facebook, and its FACEBOOK trademark, are recognized and renowned in the U.S. and
      ^a
      zt       internationally.

      24              Flcnnoox's   Fauous TRaonuanx

      25              18.    Sinceits online networking servicewas launchedin February2004, Facebookhas

      26       continuously used the mark FACEBOOK in interstate commerce in the United States in

      27       connectionwith its goodsand services. The FACEBOOK mark is highly distinctive with regard

      28       to online socialnetworking services.

^ffrilifii'                                               4.
                                                                      COMPLAINT SEEKING DAMAGES AND
                                                                                   INJUNCTIVE RELIEF
                        I          19.       Facebook owns multiple U.S, registrationsfor the mark FACEBOOK.          These
                    2       registrations
                                        cover a wide variety of goodsand services,
                                                                                 including, but not limited to:
                    a
                    J                    o   Online networking services;online chat functions for transmissionof messages,

                    4                        photographs,videos, and other user-definedcontent; and online forums;

                    5                    o   Hosting customizedweb pages featuring user-definedinformation and personal

                    6                        profiles;

                    7                    o   Online journals featuring user-definedcontent and electronicpublishing services;

                    8                        and

                    9                    .   Software to enable uploading, tagging, and sharing of photographs,videos, and

                   l0                        other user-definedcontent or information.

                   ll       True and correct copies of registrationsfor the FACEBOOK mark are attachedhereto as Exhibit

                   t2       A, and are incorporatedby referenceas though fully set forth herein.

                   l3              20.       In addition,Facebookhas common law rights in the FACEBOOK mark and marks

                   t4       that incorporateFACEBOOK in connectionwith various other goods and services,including as

                   15       identified in pendingU.S. trademarkapplications. True and correctcopiesof the U.S. Patentand

                   t6       Trademark Office online status pages for Facebook's pending trademark applicationsfor its

                   T7       FACEBOOK and FACEBOOK-formative marks are attached hereto as Exhibit B, and are

                   l8       incorporated referenceas though fully set forth herein. All of Facebook'smarks that consist
                                        by

                   t9       of or incorporate term FACEBOOK are referredto herein as the "FACEBOOK Marks,"
                                             the

                 20                21.       Facebookhas been the subject of thousandsof unsolicited stories in television,

                 2l         radio, and print media, highlighting Facebook's innovative and successfulefforts in online

                 22         networking. A fictional version of Facebook'sfounding was depicted in the Academy Award

                 23         winning film "The Social Network," which has grossedhundredsof millions at the box office

                 24         since its release in 2010. Facebook has also received numerous awards and recognitions,

                 25         including a listing in Nielsen's Top 10 Web Brands (ranking Facebook2nd overall and lst by

                 26         hours spenton the site per day) in January20lI; The Webby Award's "People's Voice Winner"

                 27         for Social Networking in 2007 and 2008; Harvard BusinessSchool's "Entrepreneurial
                                                                                                            Company

                 28         of the Year" in June 2008; BusinessWeek's
                                                                    "The World's 50 Most Innovative Companies"in
       LLP
  CooLEY
ATToRNEYS AT LAw                                                                         COMPLAINT SEEKING DAMAGES AND
                                                                           5.
 SAN FRANcrsco
                                                                                                      INJUNCTIVE RELIEF
                         I    2008; BusinessInsider's "Most Likely to Changethe World" award in2009; and The Crunchie

                         2    Award for Best Overall Startup in2007,2008 and 2009, And in 2010, Time Magazine named,
                         a
                         J    Facebookfounder Mark Zuckerberg its person of the year.

                        4           22.    As a result of the natureand quality of Facebook'sservices,its widespreaduse of
                        5     the FACEBOOK Marks, extensiveand continuousmedia coverage, high degreeof consumer
                                                                                       the
                        6     recognitionof the FACEBOOK Marks, Facebook'senonnousand loyal user base,its numerous

                        7    trademark registrations and pending applications, and other factors, the FACEBOOK Marks are

                        8    famous within the meaning of Section 43(c) of the United StatesTrademarkAct, 15 U.S.C.
                                                                                                                    $
                        9     r125(c).
                    l0              DnrnxoaNTs' FACEBoor oF SEx NBrwonx

                    ll              23.    Defendantsoperatean online adult networking website brandedand promoted as

                    t2       "Face Book of Sex," and also operatean extensive"Face Book of Sex" affiliate network that uses

                    l3       infringing advertisements, domain names, and other materials to generate web traffrc and

                    t4       revenue.

                   15               24.    Defendantsuse the FACE BOOK OF SEX mark in connectionwith offering their

                   I6        pornographic adult networking websites facebookofsex.com, prominently displaying the

                   17        FACE BOOK OF SEX mark on everypageof the site.

                   18               25.    The FACE BOOK OF SEX mark is a blatant attempt by Defendantsto hijack

                   t9        Facebook'sfame for illicit financial gain. Defendants'FACE BOOK OF SEX mark is highly

                   20        similar to and incorporates entirety of Facebook'sFACEBOOK Marks, with only the minor
                                                       the

                   2l        addition of a single spaceinsertedbetweenthe words "face" and "book" and the addition of the

                   22        words "of sex" to merely describe prurient natureof Defendants'services. Defendants
                                                              the                                               create
                   -a
                   z)        additional associationand connectionwith Facebookby displaying "FACE BOOK" in one font

                 24          color and "OF SEX" in another.

                 25                 26.   Apart from the pornographic content, Defendants offer services under the

                 26          FACE BOOK OF SEX mark similar to many of the servicesprovided by Facebook. Indeed,

                 27          Defendantsencouragetheir affiliates to "promote the sexy side of today's social networking

                 28          phenomenon-facebookofsex.com." Like Facebook, Defendants provide online networking
  CooLEY LLP
ATToRNEYS AT Law                                                                    COMPLAINTSEEKINGDAMAGESAND
 SAN FRANctsco                                                          6.
                                                                                                INJUNCTIVE RELIEF
                                  I    services:userscreateprofiles with photos and personalinformation; upload, share,and comment

                              2        on photos, videos, and other online content; updatetheir status;and connect with other userswith
                                  a
                              J        similar interests. They can also conductlive chats. But unlike Facebook,Defendants
                                                                                                                        permit and
                              4        indeed encourage the display and posting of pornographic content. Upon accessingthe

                              5       FaceBook of Sex site, a visitor immediately encountershighly graphic and sexually explicit

                              6       images and videos. True and correct copies of screenshots
                                                                                              from the FaceBook of Sex site
                                  I   (altered to obscurepersonally identifying information and pornographic images) are attached

                              8       hereto as Exhibit C and are incorporatedby referenceas though fully set forth herein.

                              9              27,     Indeed,much of the FaceBook of Sex site appearsdesignedto call Facebookto

                             l0       mind. The "Activities" page presentsstatus updatesfrom a user and his or her friends in a

                             ll       manner similar to Facebook's"News Feed." The site includes imitations of Facebook's"Like,'

                             12       and "Comment" features for uploaded content. And a blue band featured acrossthe top of each

                             l3       page evokes the recognizableblue band found acrossthe top of every Facebookpage. See

                             l4       Exhibit C at t4-17.

                             l5              28.     Defendants' use of the FACE BOOK OF SEX mark on their pornographic

                             t6       networking site infringes, dilutes, and is likely to dilute the famous FACEBOOK Mark" and

                             l7       tarnishes
                                              Facebook'sreputation.

                             l8              29.    Defendants' FaceBook of Sex site is just one part of their larger, calculated

                             t9       schemeto misappropriatethe FACEBOOK Marks for their own financial gain. Defendantsalso

                         20           operatea widespreadinfringing affiliate network that pays third party website operators(the Doe

                         2I           Defendants) to        direct   traffic   to   Defendants'   adult   networking   sites   (including
                         22           facebookofsex.com),
                                                        encouraging these sites to use materials that dilute and infrinse the
                         aa
                         ZJ           FACEBOOK Marks.

                         24                  30.    Defendants' intent to capitalizeon the fame of Facebook's Marks via their affiliate

                         25           network is clear. In their marketing material, Defendants solicit affiliates to promote the

                         26           FaceBook of Sex site by encouragingaffiliates to "be part of the crowd cashingin on" the .,new
                        27            and exciting cobrand" Face Book of Sex, and emphasizethat facebookofsex.com a "highly
                                                                                                                has
                        28            recognizablename." Attached as Exhibit D is Defendants' affiliate program newsletter (altered
    CooLEYLLP
A T T O R N E Y SA T L A W
                                                                                       7.         COMPLAINT SEEKING DAMAGES AND
  5AN FRANcrsco
                                                                                                               INJUNCTIVE RELIEF
                         I    to highlight the quotationscited herein), which is incorporatedby referenceas though fully set

                         2    lorth herein.
                         a
                         J           31.      Defendantsencourageand directly incentivize the Doe Defendant Affiliates to

                        4     display the infringing and dilutive FACE BOOK OF SEX mark on their sites. Any parry

                         5    interestedin generatingrevenue may set up an affiliate account with Defendants. They can then

                        6     createtheir own "cobranded"site using Defendants'templatesand content,which redirect users

                        7     to Defendants'sites. Affiliates can also download infringing online advertisements use on
                                                                                                               for
                        8     their sites. Theseads prominently display the FACE BOOK OF SEX mark along with sexually

                        9     explicit material. True and correct copies of a selectionof FaceBook of Sex ads (altered to

                    l0       obscure pornographic images) available for download by any party that wishes to become an

                    ll       affiliate are attachedhereto as Exhibit E and incorporatedby referenceas if fully set forth herein.

                    12       The affiliates are then compensatedbased on the number of users they lead to Defendants,

                    13       websites,either via an infringing ad or via a "cobranded"Face'Book of Sex site. printouts of

                    l4       Defendants'webpagespromoting its affiliate program (accessed selectingthe "Webmasters,
                                                                                        by
                    15       Earn Money!" hyperlink includedat the bottom of every page of the facebookofsex.com
                                                                                                               site) are
                   16        attachedhereto as Exhibit F and are incorporatedby referenceas though fully set forth herein.

                   17               32.       The pornographic nature of Defendants' infringing banner ads ensures that the

                   l8        websites on which they appear will also be pornographic or at least adult oriented. The

                   19        associationof the FACEBOOK Marks with these affiliate sites further tarnishesFacebook's

                   20        reputation.

                   21               33.       Many of theseDoe DefendantAffiliates have also registeredor obtaineddomain

                   22        names that incorporate the FACE BOOK OF SEX brand, resulting in hundreds of additional
                   -a
                   ZJ        infringing    domain names directing traff,rc to       Defendants' sites.        These include:
                  24         facebookofsex.co.uk,facebooksex.de,facebokofsex.us,fbookofsex.com, facebookfosex.com,

                  25         facebookofs
                                       ex.biz, facebookofsex.ca,
                                                               facebook-of-sex.com,
                                                                                  facebookofsex.de,
                                                                                                  facebookofsex.es,
                  26         blackfacebookofsex.com,
                                                   facebokofsex.net,
                                                                  facebokofsex.us,
                                                                                 and facebookofsexysingles.com,
                                                                                                             in
                  27         addition to many other misspellings,derivatives,or abbreviations the FACEBOOK Marks, or
                                                                                             of
                  28         descriptiveterms addedto the FACEBOOK Marks (collectively the "Face Book of Sex Affiliate
  CooLEYLLP
ATToRNEyS AT LAw
                                                                           8,          COMPLAINT SEEKING DAMAGES AND
 5AN FRANclscc)
                                                                                                    INJUNCTIVE RELIEF
                        I    Domains"). Each of these domain names forwards or "links', visitors to one of approximately

                        2    twenty-nine adult networking sites owned and operatedby Defendants, including the FaceBook
                        a
                        J    of Sex site.

                    4               34.      Not only do Defendantsencouragethe creation of these infringing domain names

                    5        and use of the infringing banner ads by the Doe Defendants,but they also directly benefit by

                    6        using the FaceBook of Sex Affiliate Domains to promote and drive traffic to their adult

                    7       networking sites,including the FaceBook of Sex site.

                    8               35.      Defendantsare actively and deliberately attempting to co-opt the FACEBOOK

                    9       Marks for their own financial gain. The FACE BOOK OF SEX mark, the designand operationof

                   10       the FaceBook of Sex site, and the active incentivizing and exploitation of infringing affiliate

                   1l       domain na'mes, cobranded sites, and banner advertisements evidence a sophisticated and

                   t2       methodical schemeto associateFacebook'smarks, services,and fame with Defendants'adult

                   13       networking sites' Until Defendants enjoined,damageto Facebook'sreputationand business
                                                              are
                   l4       will continue.

                   l5              36.       Facebook has demandedthat Defendantscease violating its trademark rights.

                   16       Defendants,however, continue to exploit the FACE BOOK OF SEX mark for their own profit

                   17       and to Facebook'sdetrimentdespiteFacebook'sexpressobjectionthereto.
                   18              F,q,cnnoox's Use oF 6(FRIENo
                                                              FrNDnR"
                   l9              37,       Facebookuses the words "friend finder" to refer to and describea tool on its

                   20       websitethat allows usersto find friendsby searchingtheir email contactlists.
                   2l              38.       In response Facebook'sdemandsthat Defendantsceasetheir infringementand
                                                        to

                   22       dilution of the FACEBOOK Marks, DefendantsraisedconcernsregardingFacebook'suse of the
                   23       words "friend finder" in light of Various's purported rights in the term "FriendFinder."

                 24         Defendantshave tried to use the purported "FriendFinder" mark as leveragein negotiations,

                 25         assertingthat Facebookmust addressDefendants'concernsbefore they will addressFacebook's
                 26         trademarkclaims. True and correctcopiesof emails from Defendants'in-housecounselrelating

                 27         this point (highlighting the relevant content) are attached hereto as Exhibits G and H and

                 28         incorporated reference if fully set forth herein.
                                       by         as
  CooLEY LLP
ATToRNEyS AT LAw
                                                                                     COMPLAINT SEEKING DAMAGES AND
 SAN FRANcrsco                                                           9.
                                                                                                  INJUNCTIVE RELIEF
                        I            39.     Various claims exclusiverights in "FriendFinder" basedon its use of the term
                                                                                                                          in
                        2    connectionwith a variety of adult-themedsocial networking web sites that help usersfind
                                                                                                                     friends.
                        a
                        J    Various owns the following U.S. trademarkregistrationsfor "FriendFinder" in connection
                                                                                                                   with
                        4    dating servicesand related online services:

                        5                  o RegistrationNo. 2,962,792for "FriendFinder"in Classes and 45; and,
                                                                                                 38
                      6                    o RegistrationNo. 2,937,798 for "AdultFriendFinder"in Classes 4l , and 45.
                                                                                                       38,
                      7      True and correct copies of the registration certificates for these marks are attached hereto as

                      8      Exhibit I and incorporated by reference as though fully set forth herein. These registrations are

                      9     referredto collectively hereinas the "'FriendFinder' Registrations.,,

                   10               40,      Facebook'suse of "friend finder" amountsto descriptive fair use and does not

                   ll       infringe Various's purported trademark rights in the "FriendFinder" term.        Despite having
                   12       communicated
                                       this fact to Defendants,
                                                              Defendantscontinueto assertthat Facebookmust address
                   l3       the use of the words "friend ftnder" in conjunctionwith Facebook'sallegationsthat Defendants

                   t4       are infringing the FACEBOOK Marks.

                   15                                           Frnsr Cl,usB oF AcrroN
                                                           (Fnlnnlt, TR roBtrlnK DTLUTToN)
                   l6
                   t7               41.     Facebookincorporatesby referenceparagraphsI through 40, inclusive, as if fully

                   18       set forth herein.

                   t9              42.      As a result of the enormous publicity afforded the FACEBOOK Marks and

                   20       Facebook'sstrong and loyal user base,the FACEBOOK Marks are widely recognizedby the

                 2l         generalpublic of the United States a designation Facebook'sservices,
                                                              as            of                 and are famous.
                 22                43.      The FACEBOOK Marks becamefamous before Defendantsand Doe Defendants

                 z)         adoptedand beganusing the FACE BOOK OF SEX mark.

                 24                44.      Defendants'and Doe Defendants'use of the FACE BOOK OF SEX mark is likely

                 25         to causean associationwith Facebookarising from the similarity betweenthe FACE BOOK OF

                 26         SEX mark and the FACEBOOK Marks that impairs the distinctivenessof the FACEBOOK

                 27         Marks and weakensthe connectionin the public's mind betweenthe FACEBOOK Marks and

                 28         Facebook'sservices. The FACE BOOK OF SEX mark is likely to causedilution by bluning
  COoLEYLLP
ATTORNEYS AT LAW
                                                                           10.        COMPLAINT SEEKING DAMAGES AND
 SAN FRANcisco
                                                                                                   INJUNCTIVE RELIEF
              I   basedon a numberof relevantconsiderations,
                                                           including:

              2                  (a)    The FACE BOOK OF SEX mark is nearly identical to the FACEBOOK

              3   Marks in that it combines the FACEBOOK mark with a descriptive reference to the prurient

              4   natureof Defendants'and Doe Defendants'services;

              5                  (b)    The FACEBOOK Marks are inherentlydistinctive;

              6                  (c)    Facebookhas substantiallyand exclusively used the FACEBOOK Marks

              7   in connectionwith socialnetworking services;

              8                  (d)    The FACEBOOK Marks are widely recognizedby the generalconsuming

              9   public; and

          10                     (e)    Defendantsand Doe Defendantsintend to create an associationwith the

          11      FACEBOOK Marks.

          t2             45.    Moreover, Defendants'and Doe Defendants'use of the similar FACE BOOK OF

          13      SEX mark in connectionwith a pornographicweb site createsan associationwith Facebookthat

          t4      harmsand tarnishesFacebook'sreputation.

          15             46.    Defendants' and Doe Defendants' acts alleged above have caused,and if not

          t6      enjoinedwill continueto causeineparableand continuing harm to Facebook'smarks, business,

          t7      reputation, and goodwill. Facebook has no adequateremedy at law as monetary damagesare

          18      inadequate compensate
                           to         Facebook the injuries caused Defendants
                                              for                 by         and Doe Defendants.

          t9             47.    As a result of Defendants'and Doe Defendants'acts as allegedabove, Facebook

         20       has incurred damagesin an amount to be proven at trial.

         2l              48.     Defendants' and Doe Defendants' wrongful use of the FACE BOOK OF SEX

         22       mark is deliberate, willful, and without any extenuating circumstances,and constitutes a willful
         aa
         ZJ       intent to trade on Facebook'sreputationor to causedilution of the famous FACEBOOK Marks

         24       and an exceptionalcase within the meaning of Lanham Act section 35, 15 U.S.C. $ 1117.

         25       Facebook is therefore entitled to recover three times the amount of its actual damages,its

         26       attorneys'feesand costsincurredin this action,and prejudgmentinterest.

         27
         28
^,,'ff:illff^-                                                  11.         COMPLAINT SEEKING DAMAGES AND
                                                                                         INJUNCTIVE RELIEF
                      I                                     Sncoxo Cl,usn orAcuoN
                                              (CoxrnrnuroRy axu Vrc.q.ruous  TnaUEMARKDllurroN)
                      2                                 (As ro N.tNrBt DurnNtaNrs Oxlv)
                      a
                      J           49.     Facebookincorporates reference
                                                             by         paragraphs1 through 40, inclusive, as if fully

                      4   set forth herein.

                      5           50.     In connection with Defendants' affiliate program, Defendants have knowingly or

                      6   recklessly induced or encouragedtheir affrliates to use in commerceand without Facebook's

                      7   authorization consentthe FACE BOOK OF SEX mark on the affiliates' websitesand in banner
                                       or

                      8   adsthat drive traffrc to Defendants' sites.

                      9           51.     Similarly, through their affiliate programDefendantshaveknowingly or recklessly

                   10     inducedor encouraged
                                             their affiliatesto use and registeror obtain the FaceBook of Sex Affiliate

                   11     Domainsusing the FACE BOOK OF SEX mark and other similar marks.

                   t2             52.     These acts by Defendants' affiliates are likely to cause an associationwith

                   l3     Facebook arising from the similarity between the FACE BOOK OF SEX mark and the

                   I4     FACEBOOK Marks that impairs the distinctiveness the FACEBOOK Marks, weakensthe
                                                                         of

                   l5     connectionin the public's mind betweenthe FACEBOOK Marks and Facebook'sservices,and

                   16     harmsandtarnishes
                                          Facebook's         in
                                                   reputation, violationof 15 U.S.C. $ I125(c).

                   17             53.     Defendants have benefited financially from the dilutive acts of the affiliates they

                   l8     induce and enable through their affiliate program. Defendantshave the right and ability to

                   19     control the dilution occurring on their affiliate network.

                 20               54.    Furthermore, Defendants are contributing to the ongoing dilution of the

                 2I       FACEBOOK Marks by affiliates whom Defendantsknow or have reasonto know are diluting the

                 22       FACEBOOK Marks. Defendantsnonetheless
                                                              continue to provide servicesand considerationto
                 ^a
                 L)       theseinfringing affi liates.

                 24              55.     Defendants'acts allegedabove have caused,and if not enjoined will continueto

                 25       causeirreparableand continuing harm to Facebook'smarks, business,
                                                                                          reputation,and goodwill.

                 26       Facebook has no adequateremedy at law as monetary damages are inadequateto compensate

                 27       Facebookfor the injuries caused Defendants.
                                                         by

                 28              56.     As a result of Defendants'acts as allesedabove,Facebookhas incurred damages
  CooLEYLLP
                                                                                       COMPLAINT SEEKING DAMAGES AND
ATToRNTYS AT LAw
 SaN FRANctsco
                                                                          t2.                       INJUNCTIVE RELIEF
                        I   in an amountto be proven at trial.

                      2             57.     Defendants' wrongful use of the FACEBOOK OF SEX mark is deliberate,
                      a
                      J     willful, and without any extenuating circumstances,and constitutes a willful intent to trade on

                      4     Facebook'sreputationor to causedilution of the famous FACEBOOK Marks and an exceptional

                      5     casewithin the meaningof LanhamAct section35, 15 U.S.C. $ 1117. Facebook therefore
                                                                                                    is

                      6     entitled to recover three times the amount of its actual damages,its attorneys' fees and costs

                      7     incurredin this action,and prejudgmentinterest.

                      8                                    TnrRn Clusn oFAcrroN
                                           (Tuonu.nRK DrLUrroN UNUrR C.tL. Bus. & Pnor. Cour Sl4Z47)
                      9
                   10              58.     Facebookincorporates reference
                                                              by         paragraphsI through 40, inclusive, as if fully

                   ll       set forth herein.

                   l2              59.     The FACEBOOK Marks are distinctive and famouswithin the meanins of section

                   13       14247of the California Businessand Professions
                                                                         Code.

                   t4              60.     Defendants'and Doe Defendants'use of the FACE BOOK OF SEX mark besan

                   l5       after the FACEBOOK Marks becamefamous.

                   16              61.     Defendants' and Doe Defendants' continued use of the FACE BOOK OF SEX

                   t7       mark is likely to cause injury to Facebook's businessreputation and/or the dilution of the

                   l8       distinctivequality of Facebook'sfamousFACEBOOK Marks, in violation of California Business

                   I9       and Professions
                                          Code 5 14247.

                 20                62,     Defendants' and Doe Defendants' acts alleged above have caused,and if not

                 2l         enjoinedwill continueto causeirreparableand continuing harm to Facebook'smarks, business,

                 22         reputation,and goodwill. Facebookhas no adequateremedy at law as monetary damagesare
                 ^a
                 ZJ         inadequate compensate
                                     to         Facebook the injuries caused Defendants
                                                        for                 by         and Doe Defendants.

                 24                 63.    As a result of Defendants'and Doe Defendants'acts as alleged above, Facebook

                 25         has incurred damagesin an amount to be proven at trial.

                 26
                 27
                 28
  CooI-EYLLP
                                                                                      COMPLAINT SEEKING DAMAGES AND
ATToRNEYS AT LAw
 5AN FRANctsco
                                                                         13.                       INJUNCTIVE RELIEF
                    I                                   Founrs C.lusn opAcrroN
                                                  (Fnnnnal Flt sn DnsrcNluoN oF OnrcrN)
                    2
                    a
                    J             64,    Facebookincorporates reference
                                                            by         paragraphs through 40, inclusive,as iffully
                                                                                1

                   4      set forth herein.

                    5           65.     In connection with Defendants' and Doe Defendants' services, Defendants and

                   6    Doe Defendantshave used in commerceand without Facebook'sauthorizationor consentthe

                   7    FACE BOOK OF SEX mark, which is very similar to the registered and common law

                   8    FACEBOOK Marks.

                   9            66.     Such actsare likely to causeconfusionand deceptionamongthe public and/or are

                   t0   likely to lead the public to believe that Facebook has authorized, approved, or somehow

                   11   sponsored Defendants' and Doe Defendants' use of the FACE BOOK OF SEX mark in

                 12     connectionwith their services.

                 l3             67.     The aforesaid wrongful acts of Defendantsand Doe Defendantsconstitute the use

                 l4     of a false designationof origin and false description or representation, in violation of 15
                                                                                               all

                 l5     U.S.C. 112s(a).
                             $

                 16             68.     Defendants' and Doe Defendants' acts alleged above have caused,and if not

                 T7     enjoinedwill continueto causeirreparableand continuing harm to Facebook'smarks, business,

                 l8     reputation, and goodwill. Facebook has no adequateremedy at law as monetary damagesare

                 I9     inadequate compensate
                                 to         Facebookfor the injuries caused Defendants
                                                                           by         and Doe Defendants.

                 20             69.     As a result of Defendants'and Doe Defendants'acts as alleeedabove.Facebook

                 2l     has incurred damagesin an amount to be proven at trial.

                 22             70.     Defendants' wrongful use of the FACE BOOK OF SEX mark is deliberate,

                 23     willful, and without any extenuating             and
                                                            circumstances, constitutes knowing use of Facebook's
                                                                                      a

                 24     Marks and an exceptional
                                               casewithin the meaningof LanhamAct section35, 15 U.S.C. $ 1117.

                 25     Facebook is therefore entitled to recover three times the amount of its actual damages,its

                 26     attorneys'feesand costsincurredin this action,and prejudgmentinterest.

                 27     /t/
                 28     il/
  CooLEYLLP
                                                                                  COMPLAINT SEEKING DAMAGES AND
ATTORNEYS AT LAW
 SaN FRANctsco
                                                                     14.                       INJUNCTIVE RELIEF
                     I                                      Frrrn Causnop AcrroN
                                                     (Fnrnnu, TR.q.onnr.anx
                                                                         INrnrNcnlrnNr)
                     a
                     z


                     a
                     J           71.     Facebook                    paragraphs through40, inclusive,asif fully
                                                incorporates reference
                                                           by                 1

                     4    set forth herein.

                     5          72.     The FACEBOOK Marks are distinctive,widely recognizedby the generalpublic

                     6   of the United Statesas a designation Facebook'sservices,
                                                             of                 and famous.

                     I          73.     The FACE BOOK OF SEX mark is very similar to the registeredFACEBOOK

                     8   Marks in appearance,    and
                                            soundo commercialimpression.

                    9           74.     Although the user generated content of the sites differs as Facebook does not

                   10    permit the posting of pornographic material, Defendants' and Doe Defendants' underlying

                   1l    services the sameas andlorrelatedto many of Facebook'sservices.
                                 are

                   t2           75,                        and Doe Defendantsoffer their servicesthrough the same
                                        Facebook,Defendants,

                   13    channelof trade,i.e., the internet.

                   t4           76.     Facebookis informed and believes,and basedthereonalleges,that Defendantsand

                   15    Doe Defendants adopted the FACE BOOK OF SEX mark with knowledge of, and the intent to

                   l6    call to mind, create a likelihood of confusion with regard to, and/or trade off the fame of

                   1'l
                   lt    Facebookand the registered
                                                  FACEBOOK Marks.

                   18           77.     Facebookhas given Defendantsnotice that they are violating its trademark rights.

                   19    Defendants continue to use the FACE BOOK OF SEX mark despite Facebook's express

               20        objectionthereto.

               2I               78.     Defendants' and Doe Defendants' continued use of the FACE BOOK OF SEX

               22        mark has and will continue to injure Facebookby causing a likelihood that the public will be

               ZJ        confused or mistaken into believing that the goods or servicesprovided by Defendantsare

               24               or                      with Facebook.
                         endorsed sponsored or associated
                                          by

               25               79,     Facebookhas no control over the nature and quality of the servicesoffered by

               26        Defendantsand Doe Defendantsunder the FACE BOOK OF SEX mark. Facebook'sreputation,

               27        goodwill, and the value of Facebook'sregisteredand common law marks have been and will

               28        continueto be damagedby Defendants'and Doe Defendants'continueduse of the FACE BOOK
  CMLEY LLP
                                                                                  COMPLAINT SEEKING DAMAGES AND
ATToRNEYS AT LAw
 5AN FRANCISCO
                                                                      15.                      INJUNCTIVE RELIEF
                      I   OF SEX name and mark. Because the likelihood of confusionbetweenthe parties' marks, any
                                                       of

                      2   defects,faults, or deleteriousaspectsfound within Defendants' and Doe Defendants' seryices
                      a
                      J   marketed under the FACE BOOK OF SEX mark will negatively reflect upon and injure the

                      4   reputation that Facebook has establishedfor the services it offers in connection with the

                      5   registeredFACEBOOK Marks. As such,Defendantsand Doe Defendants liable to Facebook
                                                                                        are

                      6                                 mark under 15 U.S.C. $l l l4.
                          for infringementof a registered

                      I          80.     Defendants' and Doe Defendants' acts alleged above have caused,and if not

                      8   enjoinedwill continueto causeirreparableand continuing harm to Facebook'smarks, business,

                      9   reputation,and goodwill. Facebookhas no adequateremedy at law as monetary damagesare

                    10                        Facebook the injuries caused Defendants
                          inadequate compensate
                                   to                 for                 by         and Doe Defendants.

                    11           81.     As a result of Defendants'and Doe Defendants'acts as allegedabove, Facebook

                    t2    has incurred damagesin an amount to be proven at trial.

                    l3            82.    Defendants' and Doe Defendants' wrongful use of the FACE BOOK OF SEX

                    t4    mark is deliberate,willful, and without any extenuatingcircumstances,and constitutesa knowing

                    l5    use of Facebook'sMarks and an exceptionalcasewithin the meaningof Lanham Act section35,

                 l6       15 U.S.C. $ 1117. Facebookis thereforeentitled to recoverthree times the amount of its actual

                 t7       damages, attorneys'feesand costsincurredin this action,and prejudgmentinterest.
                                 its

                 18                                                   oF
                                                          Srxrn C.q.usn AcrroN
                                                  (ComuoN Llw TRAIEMARKINnnrNcrunNr)
                 t9
                 20              83.     Facebookincorporates reference
                                                            by         paragraphs through 40, inclusive, as if fully
                                                                                 1

                 2I       set forth herein.

                 22              84.     Defendants' and Doe Defendants' acts alleged herein and specifically, without
                 ^a
                 z)       limitation, their use of the FACE BOOK OF SEX mark, infringe Facebook'sexclusivetrademark

                 24       rights in the FACEBOOK Marks, in violation of the common law.

                 25              85.     Defendants' and Doe Defendants' acts alleged above have caused,and if not

                 26       enjoinedwill continueto causeirreparableand continuing harm to Facebook'smarks, business,

                 27       reputation,and goodwill. Facebookhas no adequateremedy at law as monetary damagesare

                 28       inadequate compensate
                                   to         Facebook the injuries caused Defendants
                                                      for                 by         and Doe Defendants.
       LLP
  CooLEY
                                                                                    COMPLAINT SEEKING DAMAGES AND
ATToRN!:Ys AT LAw
 SAN FRANctsco
                                                                       16.                       INJUNCTIVE RELIEF
                        1           86.    As a result of Defendants'and Doe Defendants'acts as alleeedabove.Facebook

                      2     has incurred damagesin an amount to be proven at trial.
                      a
                      J             87.    Defendants' and Doe Defendants' wrongful use of the FACEBOOK OF SEX

                      4     mark is deliberate,willful, and in recklessdisregardof Facebook'strademarkrights, entitling

                      5     Facebook the recoveryof punitive damages.
                                    to

                      6                                    SnvnNrn C.tusn oF AcrroN
                                            (CoNrnrnuroRy lNo VrclRrous TRADEMARK   INrnrNcnunnr)
                      7                                (As ro N.lMnt DnTNUNTS ONLv)
                      8             88.    Facebookincorporates reference
                                                              by         paragraphsI through 40, inclusive, as if fully

                      9     set forth herein.

                   10               89.    Members of Defendants'affiliate program have infringed and are infringing the

                   ll       FACEBOOK Marks in violation of California and federal law through use of the FACE BOOK

                   t2       OF SEX mark and the FaceBook of Sex Affiliate Domains.

                   13              90.     Defendants intentionally induce their affiliates to infringe Facebook's mark

                   14       throughthe FaceBook of Sex affrliateprogram.

                   l5              91.     On information and belief, Defendants know or have reason to know that their

                 16         affiliates are engaged in acts that constitute infringement of the FACEBOOK Marks. Despite

                 t7         this, Defendantsprovide services and considerationto the infringing affiliates through their

                 18         comprehensiveaffi liate program.

                 l9                92,     Defendantsare thus contributing to the ongoing infringement of the FACEBOOK

                 20         Marks by affiliates whom Defendants know or have reason to know are infringing the

                 21         FACEBOOK Marks.

                 22                93.     Defendantshave benefitted financially from the affiliates' infringing acts they
                 ^a
                 ZJ         induce or enablethrough their affiliate program. Defendantshave the right and ability to control

                 24         the infringement occurring on their affiliate network.

                 25                94.     Defendants'acts allegedabove have caused,and if not enjoined will continueto

                 26         causeirreparable and continuing harm to Facebook's marks, business,reputation, and goodwill.

                 27         Facebook has no adequateremedy at law as monetary damagesare inadequateto compensate

                 28         Facebook the iniuries caused Defendants.
                                    for                 bv
       LLP
  COOLEY
                                                                                      COMPLAINT SEEKING DAMAGES AND
ATTORNEYS AT LAW
 SaN FRANcrsco
                                                                           17.                     INJUNCTIVE RELIEF
                      I          95.     As a result of Defendants'acts as allegedabove, Facebookhas incurred damages

                      2   in an amount to be proven at trial.
                      a
                      J           96.    Defendants' wrongful use of the FACE BOOK OF SEX mark is deliberate,

                      4   willful, and without any extenuating             and
                                                              circumstances, constitutes knowing use of Facebook's
                                                                                        a

                      5   Marks and an exceptional
                                                 casewithin the meaningof LanhamAct section35, l5 U.S.C. $ 1117.

                      6   Facebook is therefore entitled to recover three times the amount of its actual damages,its

                      7   attorneys' fees and costsincurred in this action, and prejudgment interest.

                      8          97.     Defendants'acts allegedaboveare deliberate,
                                                                                   willful, and in recklessdisregardof

                      9   Facebook's trademark rights, entitling Facebook to the recovery of punitive damagesunder

                   10     California common law.

                   l1                                    Ercnrn C.lusn oF AcrroN
                                    (VIot,lrroN oF THEANII-CvSERSeUATTTNG         PRoTECTToN
                                                                           CoNSUMER        Acr,
                   t2                                             ls u.s.c. 112s)
                                                                          s
                   13            98.     Facebookincorporates reference
                                                            by         paragraphsI through 40, inclusive, as if fully

                   14     set forth herein.

                   l5             gg.    Facebookbeganusing the distinctive and famous FACEBOOK Marks yearsprior

                   l6     to Defendants' acquisition of the facebookofsex.com domain name, and, on information and

                   t7     belief, before Doe Defendants'acquisitionof the FaceBook of Sex Affiliate Domains. By the

                   18     time Defendants acquired the facebookofsex.comdomain, or the Doe Defendant Affiliates

                   19     acquired the FaceBook of Sex Affiliate Domains, the FACEBOOK Marks were widely

                 20                 as
                          recognized an indicatorof sourcefor Facebook'sservices,
                                                                                and were famous.

                 2l              100.    Facebookis informed and believesand basedthereonallegesthat Defendantsand

                 22       Doe Defendantsacquiredand subsequently
                                                               made use of the facebookofsex.comdomain and the
                 ^a
                 z)       FaceBook of Sex Affiliate Domainsto drive traffic to Defendants'sites.

                 24              101.    The facebookofsex.comdomain name and Face Book of Sex Affiliate Domains

                 25       are confusinglysimilar and/ordilutive of the FACEBOOK Marks.

                 26              102.    Facebookis informed and believesand thereon allegesthat Defendantsand Doe

                 27       Defendantsacquiredand have usedthe facebookofsex.com
                                                                             domain name and FaceBook of Sex

                 28                                     with a bad faith intent to profit from the FACEBOOK Marks.
                          Affiliate Domains,respectively,
       LLP
  CooLEY
                                                                                     COMPLAINT SEEKING DAMAGES AND
ATToRNEYS AT LAw
 SaN FRANcrsco
                                                                        18.                       INJUNCTIVE RELIEF
                        I           103.    Defendants' and Doe Defendants' acts alleged above have caused,and if not
                    ^
                    z       enjoinedwill continueto causeirreparableand continuing harm to Facebook'smarks, business,

                    3       reputation, and goodwill. Facebook has no adequateremedy at law as monetary damagesare

                    4       inadequate compensate
                                     to         Facebook the injuries caused Defendants
                                                        for                 by         and Doe Defendants.
                    5               104.    Facebookis entitled to cancellationof the facebookofsex.comdomain name and
                    6       Face Book of Sex Affiliate Domains, or transfer of the domains to Facebook, along with

                    7       monetary compensation and statutory penalties pursuant to the Anti-Cybersquatting Consumer

                    8                Act, 15 U.S.C.g 1125(d).
                            Protection

                    9                                     NrNru Causn oFAcrroN
                                              (CoNrnrnuroRy ANDVrcARrous VroLATroN oF THE
                   l0                  ANTT.CynERSQUATTING CoNsUMER  PRoTECTIoNAcr, 15 U.S.C.$ 1125)
                                                     (As ro Nalrno DnrnNoaNrs ONr,v)
                   ll

                   t2               105.   Facebookincorporates reference
                                                              by         paragraphsI through 40, inclusive, as iffully

                   13       set forth herein.

                   t4              f 06.   Facebookis informed and believes and basedthereon allegesthat its use of the

                   l5       distinctiveand famous FACEBOOK Marks beganyearsprior to the Doe Defendants'acquisition

                   16       of the FaceBook of Sex Affrliate Domains. By the time Doe Defendantsacquiredthe FaceBook
                   t7       of Sex Affiliate Domains, the FACEBOOK Marks were widely recognizedas an indicator of

                   l8       sourcefor Facebook'sserviceso were famous.
                                                        and

                   l9              107.    Facebook is informed and believes and based thereon alleges that Defendants

                 20         intentionally induced the Doe Defendantsto acquire and make use of the Face Book of Sex

                 2l         Affiliate Domainsto drive traffic to Defendants'sites.

                 22                108.    The FaceBook of Sex Affiliate Domainsare confusingly similar to and/or dilutive

                 23         of the FACEBOOK Marks.

                 24                109.    Facebook is informed and believes and based thereon alleges that Defendants

                 25         induced the Doe Defendantsto acquireand use the Face Book of Sex Affiliate Domains with a

                 26         bad faith intent to profit from the FACEBOOK Marks, and that Defendantsknow or have reason

                 27         to know that their affiliates are engagedin acts that amount to cybersquatting violation of 15
                                                                                                         in

                 28         u.s.c. l l2s(d).
                                 $
  CooLEYLLP
ATToRNEYS AT LAw
                                                                         19.         COMPLAINT SEEKING DAMAGES AND
 SaN FRANclsco
                                                                                                  INJUNCTIVE RELIEF
                                                           -




                      I           110.    Defendantshave benefittedfinancially from the affiliates' registrationand use of

                     2    the FaceBook of Sex Affiliate Domains which they induce or enable through Defendants'

                     3    affiliate program. Defendantshave the right and ability to control the cybersquattingoccurring

                     4    on their affiliate network.

                     5            111.    Furthermore,Defendantsare contributingto the ongoing use of the FaceBook of

                     6    Sex Affiliate Domains, which Defendants know or have reason to know harms Facebook in
                     -
                      I   violation of federal law. Defendants          continueto provide servicesand consideration
                                                              nonetheless

                     8    to theseinfringing affiliates.

                     9            ll2.   Defendantso
                                                   acts allegedabove have caused,and if not enjoined will continueto

                    10                                                                    reputation,and goodwill.
                          causeirreparableand continuing harm to Facebook'smarks, business,

                    11    Facebook has no adequateremedy at law as monetary damagesare inadequateto compensate

                    12    Facebook the injuries caused Defendants,
                                  for                 by

                    13            113.   Facebook is entitled to monetary compensationand statutory penalties arising

                    14    from Defendants' acts alleged above pursuant to the Anti-Cybersquatting Consumer Protection

                    l5    Act, l5 U.S.C. 1125(d).
                                       $
                    16                                   TBNIU Cnusn oF AcrroN
                                     (UNrarn CoupnrrrroN UNDERCal. Bus. & Pnon. CouB $$ 17200, sEe)
                                                                                             Er
                    t7

                    l8            ll4.   Facebookincorporates reference
                                                            by         paragraphsI through 40, inclusive, as if fully

                    19    set forth herein.

                 20              115.    By the acts describedherein, Defendantsand Doe Defendantshave engagedin

                 2l       unlawful and unfair businesspracticesthat have injured and will continueto injure Facebookin

                 22       its businessand property, in violation of California Businessand ProfessionsCode $$ 17200,er
                 ^^
                 ZJ       seq.

                 24              116.    Defendants' and Doe Defendants' acts alleged above have caused,and if not

                 25       enjoinedwill continueto causeirreparableand continuing harm to Facebook'smarks, business,

                 26       reputation,and goodwill. Facebookhas no adequateremedy at law as monetary damagesare

                 27                to         Facebook the injuries caused Defendants
                          inadequate compensate       for                 by         and Doe Defendants.

                 28              ll7.    As a direct and proximate result of Defendants' conduct alleged herein,
  CooLEY LLP
                                                                                    COMPLAINT SEEKING DAMAGES AND
ATToRN EYs AT Law
 5aN FRANctsco
                                                                       20.                       INJUNCTIVE RELIEF
                      1    Defendantshave been unjustly enrichedand should be orderedto disgorge any and all profits

                      2    earnedas a result of such unlawful conduct.
                      a
                      J
                                                                ElnvnNtn CausnoF AcrroN
                                                                   (Dncl,lnl,ToRy Rurnr)
                      4                                      (As ro DnruNoaNrVaRrousOxlv)
                      5            118.   Facebook
                                                 incorporates reference
                                                            by        paragraphs through inclusive, if fully
                                                                               I        40,       as
                      6    set forth herein.

                      7           119.    As a result of the facts allegedabove, an actual controversynow exists between

                      8   Facebookand Various relatingto Facebook'sright to use and currentuse of the descriptivewords
                      9   "friend finder" to refer to its friend finder tool, for which Facebookdesiresa declaration rights.
                                                                                                                    of
                   l0             120,                judgment is necessary that Various, by its pattem of conduct,has
                                          A declaratory                   in
                   11     asserted
                                 that Facebook'suse of the words "friend finder" violatesVarious's rights in its purported

                   t2     "FriendFinder"marks, notwithstandingFacebook'sassertionthat it is making descriptivefair use
                   l3     of those words, such that Various has createda real and reasonableapprehension liability on
                                                                                                       of
                   t4     the part ofFacebook.

                   l5             l2l,    Facebookthus seeks have the Court declarethat Facebookis making descriptive
                                                            to
                   t6     fair use of the words "friend finder," or in the alternative, that Various's ,'FriendFinder,'

                   17     Registrationsare subject to cancellationon the grounds that the terms registeredtherein are

                   18     descriptive and have not acquired secondarymeaning in the marketplace.

                   19             122.    The declaratoryrelief sought herein will settle the controversybetweenthe parties,

                   20     allow Facebookto continueusing the descriptivewords "friend finder," and eliminatethe current

                   2T     uncertaintyand threatof challengeassociated
                                                                    with Various's assertions.
                 22                                              PRLynn FoR RELTEF
                 ^a
                 ZJ              WnnnnroRt, Facebookprays:

                 24                       A-     That this Court grant injunctive relief enjoining Defendants, Doe

                 25       Defendants,and all others acting in concert with and having knowledge thereof, from using the

                 26       FACE BOOK OF SEX mark and any similar trade name or mark or variant thereof as a trade

                 27       name,trademark,servicemark, domainname,or for any otherpurpose;

                 28
  CooLEYLLP
ATToRNEYS AT LAw
                                                                                     COMPLAINT SEEKING DAMAGES AND
 SaN FRANctsco                                                           21.                      INJUNCTIVE RELIEF
                         I                  B.      That this Court order Defendants and Doe Defendants to account to

                         2    Facebook any and all revenues and profits that Defendants and Doe Defendants
                                                                                                           have derived
                         a
                         J    from the wrongful actionsallegedherein and pay all damageswhich Facebookhas sustainedby
                         4   reasonof the actscomplainedof herein,and that suchdamages trebled;
                                                                                     be
                         5                  C.     That this Court award Facebookthe costs of this action and its reasonable

                        6    attorneys'feesand expenses;

                        7                   D.     That this Court awardFacebookpunitive damages;
                        8                   E.     That this Court order the Registrarof the facebookofsex.com
                                                                                                             domain name
                        9    and FaceBook of Sex Affrliate Domainsto cancelor transferthe registrations Facebook;
                                                                                                      to
                    10                      F.     That this court award Facebookstatutorydamages $100,000for eachof
                                                                                                of
                    ll       the infringing domain namesregisteredby Defendantsor Doe Defendants;

                    t2                      G.     That this Court grant other equitable and additional relief to addressthe

                    l3       proliferation of infringing domain namescreatedthrough the FaceBook of Sex affiliate
                                                                                                                  network,
                    t4       including but not limited to requiring Defendants ceaseacceptingtraffic from or paying money
                                                                             to
                    15       to any affiliate site using an infringing domain name or a Face Book of Sex bannerad:

                   16                      H.      That this Court declareFacebook'srights in connectionwith its use of the

                   t7        words'ofriendfinder," and specificallydeclarethat Facebookis making descriptivefair use
                                                                                                                     of the
                   l8        words "friend finder," or in the alternative, direct the U.S. Patent & Trademark Office to
                                                                                                                        cancel
                   l9        Defendants' "FriendFinder" Registrationson the grounds that the terms registeredtherein are

                   20        descriptiveand have not acquiredsecondary
                                                                     meaningin the marketplace.
                   2T                      I.     That this Court grant such other and further relief as it should deem iust.

                   22        Dated:
                                  April 13,2011                           COOLEYLLP
                                                                          MTCHAELG. RHODES  (SBN 116127)
                   L)
                                                                          ANNE H. PECK(SBN 124790)
                                                                          JEFFREY NORBERG
                                                                                  T.         (SBN 2ts0S7)
                   24                                                     cAVrN L. CHARLSTON  (SBN 253899)
                                                                                ,--\
                 25
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                 27                                                      Attorneys for Plaintiff
                                                                         FACEBOOK,INC.
                 28
  CooLEY LLP
ATToRNEyS AT Law

 SAN FRANcrsco                                                            22.          coMpLArNr SEEKTNNGNDaMAGESjiT?
                      I                              DEMAND FOR JURY TRIAL

                      2         PlaintiffFacebook, hereby
                                                 Inc.    demands trial by jury on all issues which a trial by
                                                               a                           for
                      a
                      J
                          jury maybehad.

                      4        April 13,2011
                          Dated:                                COOLEYLLP
                                                                MICHAEL G. RHODES
                      5                                         ANNE H. PECK
                                                                        T.
                                                                JEFFREY NORBERG
                      6                                         GAVIN L. CHARLSTON
                      I

                      8                                                          bf Q.,t
                                                                                   Anne H. Peck
                      9                                         Attorneys for Plaintiff
                                                                FACEBOOK. INC.
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  CooLEY LLP
ATToRNEYS AT LAw                                                            COMPLAINT SEEKING DAMAGES AND
                                                                zJ.
 SAN FRANCISCO                                                                           INJUNCTIVE RELIEF

				
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