Electronically FILED by Superior Court of California, County of Los Angeles on 07/01/2022 02:27 PM Sherri R.

Carter, Executive Officer/Clerk of Court, by R. Perez,Deputy Clerk

22STCV21509
Assigned for all purposes to: Stanley Mosk Courthouse, Judicial Officer: Maurice Leiter

BRYAN CAVE LEIGHTON PAISNER LLP

1 Keith D. Klein (California Bar No. 184846)
Cindy Kaneko (California Bar No. 340352)
2 120 Broadway, Suite 300
Santa Monica, California 90401-2386
3 Telephone: (310) 576-2100
Facsimile: (310) 576-2200
4 Email: [email protected]
5 [email protected]

6 Attorneys for Plaintiff

ICONIC HEARTS HOLDINGS, INC.
7
SUPERIOR COURT OF THE STATE OF CALIFORNIA
8
FOR THE COUNTY OF LOS ANGELES
9
ICONIC HEARTS HOLDINGS, INC., Case No.:
10
Plaintiff, COMPLAINT FOR DAMAGES AND
11 INJUNCTIVE RELIEF
vs.
12 1. BREACH OF WRITTEN CONTRACT;
RAJ VIR; NGL LABS LLC; and DOES 1 2. MISAPPROPRIATION OF TRADE
13 through 50, inclusive, SECRETS (CIV. CODE §§ 3426 ET SEQ.);
3. INTENTIONAL INTERFERENCE WITH
14 PROSPECTIVE ECONOMIC
Defendants. ADVANTAGE; and
15 4. UNLAWFUL AND UNFAIR BUSINESS
PRACTICES (BUS. & PROF. CODE §§
16 17200 ET SEQ.).
17 DEMAND FOR JURY TRIAL
18
Plaintiff Iconic Hearts Holdings, Inc. (“Iconic Hearts” or “Plaintiff”) alleges as follows:
19
INTRODUCTION
20
1. This action is filed by Iconic Hearts against Raj Vir (“Vir”) for his breaches of his
21
contractual duties owed to Iconic Hearts under a Master Development Agreement entered into
22
between the parties as of September 1, 2018.
23
2. This action is also brought against NGL Labs LLC (“NGL”) for its aiding, abetting,
24 conspiring, and/or participating in Vir’s unlawful conduct.
25 3. Iconic Hearts also brings a claim against Defendants to stop them from continuing
26 to misappropriate Iconic’s confidential and/or trade secret information for their benefit and the
27 benefit of their new app, “NGL – anonymous q&a,” unlawful conduct specifically designed to
28 harm Iconic Hearts. Upon information and belief, NGL induced, facilitated, and encouraged Vir’s
1
COMPLAINT
 1 wrongful conduct with knowledge that NGL was acquiring Iconic Hearts’ confidential information

2 and/or trade secrets through improper means, yet used Iconic Hearts’ confidential information

3 and/or trade secrets to serve its own aims anyway. Upon information and belief, NGL and the

4 NGL App were built upon and derived as a result of Defendants’ abuses of Iconic Hearts’
confidential and/or trade secret information.
5
4. Upon information and belief, NGL and the NGL App were built upon and derived
6
as a result of Vir’s breach of duties owed to Iconic Hearts.
7
5. Upon information and belief, NGL and the NGL App were built upon and derived
8
as a result of Defendants’ unfair competition with Iconic Hearts and/or interference with Iconic
9
Hearts’ relationships.
10
6. Iconic Hearts is the creator and owner of the apps “sendit – Q&A on Instagram”
11
and “sendit – get it now,” two of the top-ranked apps (i.e. the most downloaded) in the “Social
12
Networking Category” on the Apple App Store. The “sendit – get it now” app was launched in
13
November 2018, and has been in continued development ever since. Iconic Hearts launched
14 “sendit – Q&A on Instagram” on June 21, 2022.
15 7. The “sendit Apps,” as collectively referred to herein, encourage communication
16 and are intended to spark conversation through interactive stickers. Users pick prompts from the
17 sendit Apps, launch them and share them on other social networks (i.e. Snapchat or Instagram),
18 and then solicit responses or select friends/online connections with whom to play fun games.
19 Participants can respond to questions or play games. The sendit Apps are free to download, but

20 offer in-app purchase options.

21 8. In September 2018, Iconic Hearts (then operating under the name FullSenders)

22 contracted Vir to perform development services and help build the sendit Apps. Vir continued to

23 consult for or with Iconic Hearts thereafter.

9. Later, by May 2021, Vir was in discussions with Iconic Hearts about leaving his
24
primary job and planning to join Iconic Hearts as a full-time employee or continue on as a
25
contractor. This was just a few months before the launch of the NGL App.
26

27

28
2
COMPLAINT
 1 10. Vir used his friendship with Iconic Hearts’ founder, Hunter Rice, and his role as a

2 consultant and developer for Iconic Hearts to deceptively gather information about Iconic Hearts

3 and the sendit Apps. Upon information and belief, Vir did this so that he could jumpstart NGL.

4 11. Vir was integral in founding, building, and launching “NGL – anonymous q&a,” an
app that is nearly identical to, and directly competes with, the sendit Apps.
5
12. Defendants developed and built the “NGL App” using Iconic Hearts’ confidential
6
information and trade secrets.
7
13. The “NGL App” launched in the Apple App Store on or about November 7, 2021.
8
By June 2022, the NGL App made its way up to being the #1 app on the Apple App Store.
9
14. The “NGL App” has been designed and built to operate, and does operate, the same
10
way as the sendit Apps. Users post prompts to their social media accounts and, using a link to the
11
NGL web application, friends or online connections can respond. Also like the sendit Apps, the
12
NGL App is free to download, but offers in-app purchase options identical to those of the sendit
13
Apps.
14 15. Vir’s wrongful conduct in breaching his contract with Iconic Hearts enabled
15 Defendants and the “NGL App” to “pop up” “overnight” as a fully developed, successful,
16 revenue-generating app.
17 16. Defendants’ wrongful conduct in unfairly competing with Iconic Hearts and/or
18 interfering with Iconic Hearts’ relationships enabled Defendants and the “NGL App” to “pop up”
19 “overnight” as a fully developed, successful, revenue-generating app.

20 17. Iconic Hearts is informed and believes, and thereon alleges, that Vir used Iconic

21 Hearts’ confidential and proprietary information, without the knowledge or consent of Iconic

22 Hearts, for his benefit. Iconic Hearts is informed and believes, and thereon alleges, that NGL was

23 aware of, participated in, and/or ratified Vir’s use of Iconic Hearts’ confidential and proprietary
information, without the knowledge or consent of Iconic Hearts, for its benefit. Iconic Hearts is
24
informed and believes, and thereon alleges, that NGL itself used Iconic Hearts’ confidential and
25
proprietary information, without the knowledge or consent of Iconic Hearts, for its benefit.
26
18. Defendants’ efforts to harm Iconic Hearts were purposefully designed to inflict
27
maximum financial damage to Iconic Hearts.
28
3
COMPLAINT
 1 19. This conduct was part of a larger scheme by Vir, NGL, and the DOE Defendants to

2 unfairly compete with Iconic Hearts for their own purposes.

3 20. Iconic Hearts seeks to recover its damages and to obtain injunctive relief to protect

4 against the continued misappropriation and improper and unauthorized use of its long-developed
trade secrets and confidential information.
5
21. Iconic Hearts also seeks to recover its damages resulting from Vir’s contractual
6
breaches and other misconduct.
7
22. Iconic Hearts also seeks injunctive relief to protect against Defendants’ continued
8
unfair competition and tortious interference with Iconic Hearts’ prospective economic advantage.
9
PARTIES
10
23. Iconic Hearts is a Delaware corporation with its principal place of business in Los
11
Angeles, California. At all times material hereto, Iconic Hearts has been engaged in the business
12
of developing social networking applications.
13
24. Iconic Hearts was incorporated in 2019 as “FullSenders, Inc.”, and operated under
14
that name until formally changing its name to Iconic Hearts Holdings, Inc. on or about May 2,
15 2022.
16 25. Defendant Vir is, and at all times material hereto was, a resident of Los Angeles
17 County and of the State of California.
18 26. Defendant NGL is a Delaware limited liability corporation, and upon information
19 and belief, at all times material hereto, had its principal place of business in Beverly Hills,
20 California. Upon information and belief, at least one member of NGL resides in Los Angeles

21 County, California.

22 27. DOES 1 through 50, inclusive, whether individual, corporate or otherwise, are sued

23 by such fictitious names because Iconic Hearts is unaware of the true names, capacities, or

24 identities of such fictitiously designated defendants. Iconic Hearts is informed and believes and
therefore alleges that each of the defendants designated herein as a “DOE” is legally responsible in
25
some manner for the events and happenings herein referred to, and legally caused injury and
26
damages proximately thereby to Iconic as herein alleged. Iconic Hearts will seek leave of court to
27

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4
COMPLAINT
 1 amend this Complaint to allege such defendants’ true names and capacities when the same have

2 been ascertained.

3 28. At all times herein mentioned, the Defendants, and each of them, including the

4 DOE defendants, were the agents, servants, employees, joint-venturers, directors, supervisors,
managers, owners or partners of the remaining defendants and in doing the things herein alleged
5
were acting within the course and scope of such agency and employment. Any reference to any of
6
the named Defendants in this Complaint shall also constitute a reference to the DOE defendants,
7
inclusive.
8
29. Defendants Vir, NGL, and DOES 1 through 50 are collectively referred to in this
9
Complaint as “Defendants.”
10
JURISDICTION AND VENUE
11
30. Jurisdiction in this Court is proper because Defendants reside in California and
12
because Defendants purposefully directed tortious activities toward California by intentionally
13
seeking to harm Iconic Hearts in California.
14 31. Jurisdiction in this Court is proper because Defendants stole or misappropriated
15 Iconic Hearts’ confidential information and/or trade secrets located in California.
16 32. Venue is proper in Los Angeles County because Vir resides in Los Angeles County
17 and because Vir entered into and performed the contract at issue in Los Angeles County. CCP §
18 395(a).
19 33. Venue is proper in Los Angeles County because, upon information and belief, NGL

20 is headquartered and/or resides in Los Angeles County. CCP § 395(a).

21 34. Venue is also proper in Los Angeles County because one or more of the acts,

22 breaches, and wrongs giving rise to the causes of action asserted herein occurred here in Los

23 Angeles County.
GENERAL ALLEGATIONS
24
Iconic Hearts/FullSenders and the sendit Apps
25
35. Iconic Hearts is engaged in the highly competitive business of social media app
26
development. Iconic Hearts was founded in November 2018 by entrepreneur and product designer
27
Hunter Rice.
28
5
COMPLAINT
 1 36. The sendit Apps were the brainchild of Mr. Rice. For years, beginning in February

2 2018, Mr. Rice worked on development of the sendit Apps from his studio apartment.

3 37. The sendit Apps were different from other social media-integrated apps that

4 allowed users to send messages. For one, Iconic Hearts and the sendit Apps have a unique
mechanic that allows a user to share a prompt onto other social media platforms and evoke
5
messages via a web application.
6
38. The sendit Apps also have numerous features that contribute to and increase its
7
virality. These include, but are not limited to, the sendit Apps’ unique automated messaging
8
system, the text and design of messages, and ordering of Iconic Hearts’ prompts.
9
39. Iconic Hearts’ product features, and the years of development and testing behind
10
them, are critical to Iconic Hearts’ success as a company.
11
Iconic Hearts’ Success Arises Largely Out Of Its Confidential Information And Trade
12
Secrets
13
40. Iconic Hearts’ success is a direct result of its development of confidential
14 information and proprietary trade secrets relating to its product features, procedures and testing,
15 analytics, and business model.
16 41. Iconic Hearts’ confidential and propriety trade secrets include, but are not limited
17 to: (a) Product Specifications: Iconic Hearts’ product specifications, developments, inventions,
18 code base, processes, mechanics, configuration information, and unique insights for the sendit
19 Apps, and the collection of these materials/information. This includes information relating to

20 Iconic Hearts’ funnel system(s), viral loop, product features, push notification strategy and

21 processes, message flow (including Iconic Hearts’ Engagement Messages optimization, design,

22 and content), Call-To-Action button placement, sizing, design, and animations; (b) Testing

23 Processes, Procedures, and Results: Iconic Hearts’ testing processes (including A/B testing),
procedures, and results and data derived therefrom, similar information, and the collection of these
24
materials/information; (c) Future Business Plans: Iconic Hearts’ pending and future products,
25
projects and proposals, plans to expand or limit Iconic Hearts’ business (including technology
26
modifications, user experience design, and components in development and specifications for
27
application programming interfaces), and similar information; (d) User Information and Analytics:
28
6
COMPLAINT
 1 Iconic Hearts’ key performance indicators (KPIs), user conversion statistics, click through rates,

2 view information, “share” and response count information, performance metrics/statistics related

3 to Iconic Hearts’ Engagement Messages, metrics/statistics related to Iconic Hearts’ moderation

4 system, data on other performance and similar metrics, statistics, and information, and the
collection of this information; and (e) Pricing, Sales and Profit Margin Information: Iconic Hearts’
5
financial information, pricing strategies, pricing practices, churn rates, similar information, and the
6
collection of these materials/information. The information identified in this paragraph is referred
7
to in this Complaint as the “Confidential Information.”
8
42. Iconic Hearts spent years and substantial financial resources creating and compiling
9
its Confidential Information. If misappropriated, Iconic Hearts’ Confidential Information would
10
enable a competitor to launch a competing business with very little effort or expense, causing
11
harm to Iconic Hearts’ business interests, as Defendants have been doing in this case.
12
43. Iconic Hearts carefully guards its Confidential Information. It does not disseminate
13
its business plans or its other Confidential Information to the general public. As to its employees
14 and contractors, Confidential Information is disseminated only to those who agree in writing to
15 maintain the secrecy of Iconic Hearts’ Confidential Information.
16 44. Iconic Hearts requires that its officers, management, and critical contractors sign
17 agreements that include provisions relating to non-disclosure of confidential information, among
18 other provisions.
19 Vir’s Work with Iconic Hearts and His Contractual Obligations
20 45. Vir is a software engineer and self-proclaimed entrepreneur.

21 46. During the time Mr. Rice was developing the sendit Apps from his apartment, Vir,

22 at least dating back to May 2019, was a software engineer for Instagram.

23 47. Mr. Rice and Vir were high school classmates, but reconnected and developed a

24 friendly relationship after college based, in large part, on their shared interest in tech.
48. In September 2018, Vir was engaged by Iconic Hearts (then operating as
25
FullSenders) to work as a developer for various features of the Sendit iOS Application.
26
49. During Vir’s work for Iconic Hearts and during contract-related discussions and
27
negotiations with Iconic Hearts, Vir had access to Iconic Hearts’ most valuable Confidential
28
7
COMPLAINT
 1 Information, including Iconic Hearts’ code base, product specifications, business plans, and

2 pricing information. This also includes detailed information from Iconic Hearts’ A/B testing to

3 determine precisely what features, layouts, and other parts of the user experience drove the app’s

4 engagement.
50. Vir was responsible for the coding of, engineering of, and consulting on various
5
features of the sendit Apps. Vir worked closely and regularly communicated directly with Mr.
6
Rice. He was privy to the Confidential Information, including in connection with the development
7
of plans and strategies regarding the sendit Apps’ features (particularly regarding which features
8
were driving the most user engagement and satisfaction, and which were not) and future
9
development plans.
10
51. In consideration for compensation and other benefits from Iconic Hearts, Vir
11
voluntarily signed a Master Development Agreement. It was also executed by an authorized
12
representative of Iconic Hearts.
13
52. The MDA “inure[d] to the benefit of” and is “binding upon” the parties thereto and
14 “their respective successors and assigns.” (MDA, § 9.4.)
15 53. The MDA “constitutes a valid and binding obligation of Developer [Vir] that is
16 enforceable in accordance with its terms.” (MDA, § 8.1.)
17 54. In the MDA, Vir expressly agreed that, “[d]uring and after the term of th[e]
18 Agreement, [he would] hold in the strictest confidence, and take all reasonable precautions to
19 prevent any unauthorized use or disclosure of Confidential Information.” (MDA, § 6.2.)

20 55. Vir also agreed that he would not: (i) use the Confidential Information for any

21 purpose whatsoever other than as necessary for performance of the Services on behalf of the

22 Company, or (ii) disclose the Confidential Information to any third party without the prior written

23 consent of an unauthorized representative of Company.” (MDA, § 6.2.)

56. Vir agreed that “no ownership of Confidential Information [wa]s conveyed” to
24
him.” (MDA, § 6.2.)
25
57. Vir further covenanted that he would “not use or disclose any Company property,
26
trade secrets or other proprietary know-how of Company to invent, author, make, develop, design,
27

28
8
COMPLAINT
 1 or otherwise enable others to invent, author, make, develop, or design identical or substantially

2 similar designs as those developed under this [MDA] for any third party.” (MDA, § 6.2.)

3 58. “‘Confidential Information’ means any information that relates to the actual or

4 anticipated business and/or products, research or development of Company or its affiliates, or to

Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including,
5
but not limited to, research, product plans, or other information regarding Company’s, its’
6
affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers
7
(including, but not limited to, customers of Company on whom Developer called or with whom
8
Developer became acquainted during the term of this Agreement), software, developments,
9
inventions, processes, formulas, technology, designs, drawings, engineering, hardware
10
configuration information, marketing, finances, and other business information disclosed by
11
Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by
12
drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates
13
or subsidiaries.” (MDA, § 6.1.)
14 59. Vir also assigned to FullSenders/Iconic Hearts “all rights, title and interest,
15 including all Intellectual Property Rights . . . in and to any and all deliverables, software, works of
16 authorship and other copyrightable material, . . . designs, inventions, improvements,
17 developments, discoveries and trade secrets conceived, discovered, authored, invented, developed
18 or reduced to practice by Developer, solely or in collaboration with others, during the term of [the
19 MDA] and arising out of, or in connection with, performing the Services under [the MDA].”

20 (MDA, § 7.1.) Vir agreed that all “Inventions” and “Intellectual Property Rights,” as defined in the

21 MDA, were and are the sole property of FullSenders/Iconic Hearts. (MDA, § 7.1, 7.2.)

22 60. These covenants advance Iconic Hearts’ legitimate business interests.

23 61. Vir continues to be bound by the provisions of the MDA protecting Iconic Hearts’
Confidential Information.
24
Vir and NGL
25
62. Throughout 2019 and 2020, while working for Instagram and while continuing to
26
consult for Iconic Hearts, Vir remained interested in the sendit Apps, and their progress and
27
development.
28
9
COMPLAINT
 1 63. Throughout this period, he appeared to become obsessed with the “sendit – get it

2 now” app’s rank and revenue generation, particularly as the app became more popular.

3 64. Throughout 2019 and through 2022, Vir continued to communicate with Mr. Rice,

4 in an effort to elicit information about the sendit Apps’ development and progress.
65. Because of Vir’s experience in the industry and engineering talent, Iconic Hearts
5
wanted Vir to remain involved with the company and the sendit Apps. Given the protections of the
6
MDA in place, Vir was thus given access to a significant amount of information regarding Iconic
7
Hearts’ operations and the sendit Apps.
8
66. On various occasions, including in May, June, September, and November 2021 and
9
in January, February, and April 2022, Vir inquired regarding the sendit Apps, soliciting sensitive
10
information.
11
67. In response to Vir’s inquiries, Iconic Hearts provided information, including
12
sensitive Confidential Information, partly in connection with its attempts to recruit Vir to join the
13
company in a deeper capacity.
14 68. For months, Vir feigned real and legitimate interest in joining Iconic Hearts as a
15 full-time employee or independent contractor. He was invited to Iconic Hearts’ offices and
16 negotiated contract terms. As a recently as May 2022, Vir indicated via text message that the
17 “offer [wa]s good” and that he was “leaning towards taking it.” He then verbally committed and
18 agreed to Iconic Hearts’ terms. Vir was sent, for his signature, a written contract to join Iconic
19 Hearts in a more substantial fashion.

20 69. Iconic Hearts’ new contract was met with silence. Even when Iconic Hearts later

21 followed up, Vir would not return the signed contract or commit to continuing to work with Iconic

22 Hearts.

23 70. Upon information and belief, Vir had no intention of continuing to work for or with
Iconic Hearts in any capacity.
24
71. Upon information and belief, Vir’s communications with Mr. Rice and elicitation
25
of information about Iconic Hearts and the sendit Apps were under false pretenses.
26

27

28
10
COMPLAINT
 1 72. Unbeknownst to Iconic Hearts, at all relevant times, Vir was developing his own

2 app, the NGL App, to directly compete with Iconic Hearts and mirror the sendit Apps and their

3 features.

4 73. Vir intentionally misled Mr. Rice and Iconic Hearts as to his true intentions, and
deliberately concealed from Iconic Hearts, that Vir was working on developing the NGL App—a
5
competing app—in an effort to obtain Iconic’s Confidential Information.
6
74. Though it took years for Iconic Hearts to develop and iterate the sendit Apps and to
7
gain the popularity they have now achieved as a result of that development work, the NGL App
8
did so, upon information and belief, within a very short period.
9
75. The NGL App’s website, https://ngl.link/, now identifies NGL’s address as the
10
same address Vir listed for himself in signing the MDA with Iconic Hearts, 253 North La Peer
11
Drive, Beverly Hills, California. This is a residential address.
12
76. The NGL App and sendit Apps, among the top applications in their categories, are
13
almost the exact same product and, not coincidentally, were created within approximately one
14 geographic mile of each other.
15 77. For example, the NGL App orders its prompts and message flow in the same way
16 as the sendit Apps (sendit App on the left, NGL App on the right):
17

18

19

20

21

22

23

24

25

26

27

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COMPLAINT
 1

10
78. Flow and ordering of user prompts are critical components that drive an app’s user
11
engagement, user satisfaction, and ultimately the app’s success.
12
79. Iconic Hearts developed, tracked, and maintained detailed data on key performance
13
indicators (KPI) and metrics that were fundamental in optimizing the design of the sendit Apps to
14 maximize their usage. Many of the KPIs Iconic Hearts measures and tracks are unique and
15 proprietary to Iconic Hearts, and are not publicly known.
16 80. The placement, design, and text of a “Call-To-Action” button is also a material
17 factor in increasing usage of, and the likelihood that a prospective user, will download the app. It
18 is a direct link to an app’s growth and success.
19 81. Vir asked for the specific ranks of Iconic Hearts’ prompts/games and how many

20 “shares” each had. Vir was provided that information. By obtaining the ranks and “share” metrics

21 of each prompt, which is Confidential Information developed only over time and the expenditure

22 of resources, Defendants could significantly short circuit any development and iteration processes

23 and launch the NGL App with prompts already known to attract the most business.
82. Until June 2022, Vir concealed from, and lied to Iconic Hearts about, his
24
involvement with the NGL App.
25
83. On June 21, 2022, however, Vir admitted that he was behind the NGL App. When
26
asked directly whether he was involved with the NGL App, at first, Vir stated: “I’m not
27

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COMPLAINT
 1 uninvolved… I’m not supposed to tell you.” He then confessed, “okay, I’ll clear the air. I’ve been

2 lying to your face this entire time. I am building NGL.”

3 84. Vir taunted, “congratulations for being the Head of Product at NGL.”

4 85. Vir acted on behalf of the NGL App against the interests of and in direct
competition with Iconic Hearts.
5
Defendants’ Misappropriation of Iconic Hearts’ Confidential Information
6
86. Defendants have improperly acquired and used, and continue to use, Iconic Hearts’
7
Confidential Information.
8
87. Through his work for and on behalf of Iconic Hearts, Vir had significant and direct
9
contact with Mr. Rice and access to Iconic Hearts’ detailed and sensitive Confidential Information,
10
which was not generally known to Iconic Hearts’ competitors.
11
88. In May and June 2021, for example, Vir and Mr. Rice discussed Iconic Hearts’
12
future plans for the sendit Apps, specifically the plan to have Instagram develop an application
13
programming interface (API), a software intermediary that allows two applications to talk to each
14 other. Vir was given Confidential Information as to how Iconic Hearts planned to duplicate its
15 success and “viral loop” of the “sendit – get it now” app used with Snapchat, on Instagram. This
16 included detailed information about the technology modifications, user experience design, and
17 components Iconic Hearts was developing and building. Vir was given information regarding the
18 exact flow that would be necessary for the sendit Apps to succeed on Instagram and optimize user
19 engagement.

20 89. The NGL App implements that flow 1:1, which has directly contributed to the NGL

21 App’s success.

22 90. After its launch, in the summer and early fall of 2021, the “sendit – get it now” app

23 began to experience exponential growth in terms of number of downloads, users, and revenue
generation.
24
91. Vir was apparently tracking the success, paying keen attention to the estimations of
25
Sensor Tower, a leading source of enterprise-grade market intelligence and performance metrics in
26
the digital ecosystem.
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COMPLAINT
 1 92. Vir’s interest in specific details regarding the sendit Apps only became more

2 fervent from there.

3 93. In November 2021, Vir asked Mr. Rice detailed questions about the Iconic Hearts’

4 push notifications, click through rates, and user conversion rates.

94. In January 2022, while at Mr. Rice’s apartment, Vir asked numerous questions
5
about the detailed mechanics of the “sendit – get it now” application. Vir specifically inquired as
6
to which prompts were the highest performing and if public rankings of prompt
7
performance/popularity were accurate. In response, Vir was given access to Iconic Hearts’ internal
8
analytics, not publicly available, that detailed the statistics of each Iconic Hearts prompt, including
9
total views and “shares.”
10
95. Having this information would enable a competitor to conserve its resources and
11
specifically focus its app development on features and mechanics already known to lead to
12
success.
13
96. On that evening, Vir expressed particular interest in “Rate,” then one of Iconic
14 Hearts’ fastest growing prompts.
15 97. Vir wanted to know, and was given Confidential Information regarding, how Iconic
16 Hearts ordered prompts on its application’s carousel (homepage), Iconic Hearts’ unique insight on
17 Average Response Count, “Share” Count, and Viral Coefficient, and how Iconic Hearts used those
18 details to create virality. These details took Iconic Hearts years to develop.
19 98. Amongst several other prompts discussed in confidence, the NGL App now has the

20 same “Rate” prompt as Iconic Hearts.

21 99. Iconic Hearts had also developed a unique system, “Engagement Messages,” which

22 sends content to a user’s inbox if interactions with the user had been idle over a certain period of

23 time. “Engagement Message” re-trigger a user to use the app. This generates more “shares” on the
app, more density within a user’s trend network (i.e. more people sharing more times), which adds
24
to an app’s saturation, the most critical measure of success and growth. It took Iconic Hearts years
25
of trial-and-error, testing, and iterating its product to optimize its proprietary Engagement
26
Messages System and various components thereof, such as the optimal period of time after which
27

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COMPLAINT
 1 to send an Engagement Message, how the Engagement Message gets pushed, the design of the

2 Engagement Message, and the content of the Engagement Message.

3 100. In February 2022, continuing to fish for Iconic Hearts’ proprietary information, Vir

4 peppered Mr. Rice for detail on Iconic Hearts’ “Engagement Messages.” Because Vir was
believed to be trustworthy and acting in the interests of Iconic Hearts, he was given Confidential
5
Information regarding Iconic Hearts’ Engagement Posts and the testing around that program,
6
including the results thereof. This included detailed Confidential Information about which
7
messages performed best and related metrics of user engagement.
8
101. Upon information and belief, the NGL App very closely incorporates Iconic
9
Hearts’ Engagement Messages system.
10
102. Vir obtained Confidential Information regarding Iconic Hearts’ message flow,
11
buttons (Call-To-Action and Shuffle), Call-To-Action placement, sizing, and animations. These
12
are all design features that Iconic Hearts decided upon only after extensive testing and tracking of
13
performance metrics/KPIs.
14 103. All of these lead to increased user engagement, conversion, and revenue.
15 104. The NGL App incorporates all of these features and strategies.
16 105. Vir then began to increasingly inquire regarding Iconic Hearts’ financial
17 performance. He asked, and was provided access to, information regarding Iconic Hearts’: pricing
18 model; subscription pricing; A/B testing (testing of optimization techniques used to understand
19 how an altered variable affects audience or user engagement); monthly recurring revenue (MRR);

20 churn rate; testing to decrease churn and results thereof; lifetime values per paying user; testing to

21 optimize user lifetime value and results thereof; strategies, methods, and processes to optimize

22 user lifetime value; refund rates; testing to decrease refund rates and results thereof; and strategies,

23 methods, and processes to decrease refund rates.

106. Vir was also provided extensive Confidential Information about Iconic Hearts’
24
moderation system (including reporting and blocking programs), including its implementation of
25
proprietary systems and other strategies to prevent bullying and impact engagement. Vir was also
26
given statistics and metrics regarding the success of different strategies employed by Iconic
27
Hearts.
28
15
COMPLAINT
 1 107. Upon information and belief, Vir then disclosed Iconic Hearts’ Confidential

2 Information to the other Defendants.

3 108. Upon information and belief, Defendants pilfered Iconic Hearts’ Confidential

4 Information and used it to develop and market the NGL App.

109. Vir was compiling Iconic Hearts’ Confidential Information for, upon information
5
and belief, its eventual use for the NGL App.
6
110. Defendants’ possession, use, and disclosure of Iconic Hearts’ Confidential
7
Information is without Iconic Hearts’ authorization.
8
111. Despite entering into the MDA with Iconic Hearts that prohibited him from using
9
or disclosing Iconic Hearts’ Confidential Information, Vir improperly used Iconic Hearts’
10
Confidential Information, seeking to lure business away from Iconic Hearts and to NGL and the
11
NGL App.
12
112. NGL knew or should have known of Vir’s enduring contractual confidentiality
13
obligations to Iconic Hearts.
14 113. Iconic Hearts is further informed and believes, and on that basis alleges, that NGL
15 has been aiding, abetting, conspiring in, and/or participating in Vir’s misappropriation and use of
16 Iconic Hearts Confidential Information.
17 114. Iconic Hearts is also informed and believes, and on that basis alleges, that
18 Defendants are using Iconic Hearts’ Confidential Information, in an attempt to lure these users and
19 other business away from Iconic Hearts and to Defendants and the NGL App. Iconic Hearts is

20 further informed and believes, and on that basis alleges, that the DOES have been aiding, abetting,

21 conspiring in, and/or participating in this improper use of Iconic Hearts Confidential Information.

22 115. Upon information and belief, the DOES were also aware of Vir’s wrongful conduct

23 described herein, and aided, abetted, and/or conspired that wrongful conduct.
116. One or more of the DOE defendants may be persons or entities who conspired with
24
Vir and/or NGL to misappropriate Iconic Hearts’ Confidential Information. Iconic Hearts is still
25
investigating and will amend this Complaint when it discovers the means of the theft and the
26
identity of the additional persons and/or entities responsible.
27

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16
COMPLAINT
 1 117. As a result of Defendants’ misappropriation of Iconic Hearts’ Confidential

2 Information, Iconic Hearts’ monthly recurring revenue has been negatively impacted.

3 118. Unless Defendants’ intentional and continuing misappropriation of Iconic Hearts’

4 Confidential Information is restrained, Iconic Hearts will suffer irreparable harm. Absent relief,
Iconic Hearts’ business and ability to compete in the marketplace will be severely and irreparably
5
damaged.
6
Defendants’ Other Efforts to Unfairly Compete with Iconic
7
119. Separate and apart from Defendants’ misappropriation of Iconic Hearts’
8
Confidential Information and/or trade secrets, in their efforts to compete for and divert users and
9
business to themselves and away from Iconic Hearts, Defendants have also improperly attempted
10
to conflate the relationship or affiliation between NGL and the NGL App, on the one hand, and
11
Iconic Hearts and the sendit Apps, on the other hand. There is no such relationship or affiliation.
12
120. The NGL App looks nearly identical to and incorporates most features from Iconic
13
Hearts’ sendit Apps.
14 121. One of Iconic Hearts’ signature looks is its heart logo.
15 122. Defendants are using the same imagery, upon information and belief, in an attempt
16 to fool users into thinking or believing that the developers of the sendit Apps and the NGL App
17 are the same (sendit App on the left, NGL App on the right):
18

19

20

21

22

23

24

25
123. Even the NGL App’s Apple App Store listing looks nearly identical to that of the
26
“sendit – get it now” app (sendit App on the left, NGL App on the right):
27

28
17
COMPLAINT
 1

10

11
124. Separate and apart from Defendants’ misappropriation of Iconic Hearts’
12
Confidential Information and/or trade secrets, in their effort to establish the NGL App as a
13
competitor of Iconic Hearts, Defendants have ripped off Iconic Hearts’ Non-Confidential
14 Information.
15 125. NGL/the NGL App’s Terms of Service effective April 22, 2022, for example, were
16 identical to those of Iconic Hearts (as of June 22, 2022).
17 126. NGL/the NGL App’s Privacy Policy was also identical to that of Iconic Hearts.
18 127. Iconic Hearts is also informed and believes, and on that basis alleges, that
19 Defendants are tortiously interfering with Iconic Hearts’ prospective economic advantage and

20 unfairly competing with Iconic Hearts, in an attempt to lure users and other business away from

21 Iconic Hearts and to Defendants and the NGL App. Iconic Hearts is further informed and believes,

22 and on that basis alleges, that the DOES have been aiding, abetting, conspiring in, and/or

23 participating in this wrongful conduct.

128. Upon information and belief, the DOES were also aware of Defendants’ wrongful
24
conduct described herein, and aided, abetted, and/or conspired that wrongful conduct.
25
129. One or more of the DOE defendants may be persons or entities who conspired with
26
Defendants to tortiously interfere with Iconic Hearts’ prospective economic advantage and/or
27
unfairly compete. Iconic Hearts is still investigating and will amend this Complaint when it
28
18
COMPLAINT
 1 discovers the means of the tortious interference and/or unfair competition, and the identity of the

2 additional persons and/or entities responsible.

3 130. As a result of Defendants’ unfair competition and/or tortious interference, Iconic

4 Hearts’ monthly recurring revenue has been negatively impacted.

FIRST CAUSE OF ACTION
5
(For Breach of Written Contract)
6
(Against Defendant Vir)
7
131. Iconic Hearts incorporates by reference paragraphs 1-118 of this Complaint.
8
132. The MDA is an enforceable written contract.
9
133. Iconic Hearts has performed all of its obligations under the MDA.
10
134. Notwithstanding Iconic Hearts’ performance of its duties and obligations under the
11
MDA, Vir has breached the MDA by, among other things: failing to maintain Iconic Hearts’
12
Confidential Information “in strictest confidence” and using and/or disclosing Iconic Hearts’
13
Confidential Information.
14
135. The MDA’s provision prohibiting use or disclosure of Iconic Hearts’ Confidential
15
Information has no time limitation.
16 136. Vir’s conduct threatens Iconic Hearts’ legitimate business interests.
17 137. Vir’s breaches of the MDA have directly and proximately caused damage to Iconic
18 Hearts. Such damages include loss of income, in amounts to be established according to proof.
19 SECOND CAUSE OF ACTION
20 (For Misappropriation of Trade Secrets under Civil Code §§ 3426 et seq.)
21 (Against Defendants)
22 138. Iconic Hearts incorporates by reference paragraphs 2-4, 6-14, 17, 18, 20, 22-29, 31-
23 44, and 49-118 of this Complaint.

24 139. Iconic Hearts’ Confidential Information includes and constitutes a “trade secret”

25 under Civil Code section 3426.1(d), in that it is information that derives independent economic

26 value from not being generally known to the public or to other persons who can obtain economic

27 value from its disclosure or use, and is subject to efforts that are reasonable under the
circumstances to maintain its secrecy.
28
19
COMPLAINT
 1 140. A trade secret is protected as long it satisfies the requirements of Civil Code section

2 3426.1(d).

3 141. Defendants have acquired Iconic Hearts’ Confidential Information, including

4 Iconic Hearts’ trade secrets, by improper means, which has directly and proximately caused
damage to Iconic Hearts. Such damages include loss of income.
5
142. Defendants have disclosed Iconic Hearts’ Confidential Information, including its
6
trade secrets, without Iconic Hearts’ express or implied consent, which has directly and
7
proximately caused damage to Iconic Hearts. Such damages include loss of income.
8
143. Defendants have used Iconic Hearts’ Confidential Information, including its trade
9
secrets, when, at the time of the use, Defendants knew or had reason to know that his knowledge
10
of the trade secrets was acquired under circumstances giving rise to a duty to maintain secrecy or
11
limit its use. This has directly and proximately caused damage to Iconic Hearts. Such damages
12
include loss of income.
13
144. Defendants have otherwise misappropriated Iconic Hearts’ Confidential
14 Information, including Iconic Hearts’ trade secrets, which has directly and proximately caused
15 damage to Iconic Hearts. Such damages include loss of income.
16 145. Defendants misappropriated Iconic Hearts’ Confidential Information willfully
17 and/or maliciously. Iconic Hearts is thus entitled to an award of its reasonable attorneys’ fees and
18 costs against Defendants.
19 146. In committing the acts alleged in this cause of action, Defendants acted with

20 oppression, fraud and malice. Iconic Hearts is thus entitled to an award of punitive damages

21 against Defendants.

22 147. Unless restrained and enjoined, Defendants will continue using the Confidential

23 Information (which includes Iconic Hearts’ trade secrets) that they have already misappropriated
and will likely misappropriate additional information constituting Iconic Hearts’ trade secrets,
24
thereby proximately causing damage and irreparable harm to Iconic Hearts.
25

26

27

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20
COMPLAINT
 1 THIRD CAUSE OF ACTION

2 (For Intentional Interference with Prospective Economic Advantage)

3 (Against Defendants)

4 148. Iconic Hearts incorporates by reference paragraphs 2, 5-9, 11, 13, 14, 16, 19, 21-30,

5 32-39, 45-48, 51-53, 56, 59, 60, 62-64. 68-70, 72, 74-76, 82-84, amd 119-130 of this Complaint.

6 149. The claim in this Count is not based on the same nucleus of facts as Iconic Hearts’

7 claim for misappropriation of Iconic Hearts’ Confidential Information or trade secrets.

150. Iconic Hearts has developed and cultivated valuable and advantageous economic
8
relationships with its prospective and actual users/subscribers. At all times preceding the acts of
9
interference committed by Defendants (as alleged herein and that are not based on the same
10
nucleus of facts as Iconic Hearts’ claim for misappropriation of Confidential Information/trade
11
secrets), there was a reasonable probability of continuing and future economic benefit to Iconic
12
Hearts from these economic relationships. With respect to both its prospective and actual
13
users/subscribers, this probability of continuing and future economic benefit was tied to Iconic
14
Hearts’ well-established industry reputation and its proven track record for developing stable and
15
successful relationships with both new and existing users/subscribers. On the basis of the
16
foregoing, Iconic Hearts fully expected to continue to benefit from these economic relationships in
17 the future.
18 151. With knowledge of the business and economic relationships that Iconic Hearts has
19 developed (including knowledge that was acquired by virtue of Vir’s work for Iconic Hearts),
20 Defendants intentionally and wrongfully interfered with Iconic Hearts’ prospective economic
21 relationships with both Iconic Hearts’ potential and existing users/subscribers. Such acts of
22 interference included, among other things, Defendants’ tortious acts of unlawful and unfair

23 business practices. In particular, these tortious acts of interference involved: Defendants’

24 deceptive and unfair efforts to conflate the relationship between NGL/the NGL App and Iconic

25 Hearts/the sendit Apps, and use of Iconic Hearts’ non-confidential information, to undermine

26 Iconic Hearts’ business interests and expectancies, with the purpose and intent of diverting the
benefits and profits of Iconic Hearts’ prospective economic relationships away from Iconic Hearts
27
and to Defendants and the NGL App.
28
21
COMPLAINT
 1 152. NGL aided and abetted Vir’s intentional interference with Iconic Hearts’

2 prospective economic advantage by providing substantial assistance and facilitating Vir’s conduct.

3 Upon information and belief, NGL knew or had reason to know that Vir was tortiously interfering

4 with Iconic Hearts’ prospective economic advantage. As a result, NGL is jointly and severally
liable for Vir’s intentional interference with Iconic Hearts’ prospective economic advantage.
5
153. Iconic Hearts lacks an adequate remedy at law to address the substantial and
6
irreparable harm it is suffering as the result of Defendants’ actions. If Defendants are not barred
7
from continuing his unlawful conduct, Iconic Hearts will continue to suffer irreparable harm.
8
154. As a direct and proximate result of Defendants’ wrongful interference with Iconic
9
Hearts’ prospective economic relationships, those relationships have actually been disrupted.
10
Iconic Hearts has suffered damage in the form of lost income from these prospective economic
11
relationships, in an amount to be established according to proof.
12
155. In committing the acts alleged in this cause of action, Defendants acted with
13
oppression, fraud and malice. Iconic Hearts is thus entitled to an award of punitive damages
14 against Defendants.
15 FOURTH CAUSE OF ACTION
16 (For Unlawful and Unfair Business Practices Under Business and Professions Code
17 §§ 17200 et seq.)
18 (Against Defendants)
19 156. Iconic Hearts incorporates by reference paragraphs 2, 5-9, 11, 13, 14, 16, 19, 21-30,
20 32-39, 45-48, 51-53, 56, 59, 60, 62-64. 68-70, 72, 74-76, 82-84, and 119-130 of this Complaint.
21 157. The claim in this Count is not based on the same nucleus of facts as Iconic Hearts’
22 claim for misappropriation of Iconic Hearts’ Confidential Information or trade secrets.

23 158. Each of Defendants’ actions described in this Complaint, that are not based on the

24 same nucleus of facts as Iconic Hearts’ claim for misappropriation of Confidential

25 Information/trade secrets, constitute unlawful and unfair business practices under Business and

26 Professions Code sections 17200 et seq. In particular, and without limitation, Defendants’
improper efforts to conflate the relationship between NGL/the NGL App and Iconic Hearts/the
27

28
22
COMPLAINT
 1 sendit Apps, and use of Iconic Hearts’ non-confidential information, for their own profit and

2 benefit and to Iconic Hearts’ detriment, constitutes unlawful and unfair business practices.

3 159. Iconic Hearts is entitled to restitution of any and all money or property that

4 Defendants acquired by means of such unfair competition.

160. Iconic Hearts also seeks the disgorgement of Vir’s compensation paid to him by
5
Iconic Hearts during the period he was unfairly competing with Iconic Hearts.
6
161. Iconic Hearts is also entitled to an award of its reasonable attorneys’ fees and costs
7
against Defendants.
8
162. Unless restrained and enjoined, Defendants will continue to commit unlawful and
9
unfair business practices, and Iconic Hearts will be irreparably harmed.
10
PRAYER FOR RELIEF
11
WHEREFORE, Plaintiff Iconic Hearts Holdings, Inc. prays for relief and judgment as
12
follows:
13
1. For a prohibitive injunction restraining and enjoining Defendants and each person
14
or entity acting in concert with them, from doing the unlawful acts alleged herein, including from
15
retaining, acquiring, using, or disclosing Iconic Hearts’ Confidential Information and trade secrets;
16
2. For an injunction requiring Defendants to perform the following acts: (a)
17
immediately return all of Iconic Hearts’ Confidential Information and any other Company
18
documents or property in their possession, custody or control to counsel of record for Iconic
19
Hearts; (b) immediately take steps to permanently delete, destroy and/or erase any and all
20
electronic copies of Iconic Hearts’ Confidential Information residing on any computer hard drive
21
and/or email account in their possession, custody or control; (c) within 10 calendar days after
22
Defendants have complied with subsections 2(a) and 2(b) above, they shall submit a declaration
23
signed under penalty of perjury by them stating that they have complied with subsection 2(a) and
24
2(b) above to counsel of record for Iconic Hearts; and (d) six months after the date of the
25
declaration signed and submitted to Iconic Hearts’ counsel pursuant to subsection 2(c) above,
26
Defendants shall submit an additional declaration reaffirming that they are not in possession,
27

28
23
COMPLAINT
 1 custody or control of any of Iconic Hearts’ Confidential Information and that during the past six

2 months, they have not used or disclosed any of Iconic Hearts’ Confidential Information;

3 3. For compensatory damages in an amount to be established according to proof;

4 4. For disgorgement of profits and other unjust enrichment gained by Defendants

5 through their unlawful conduct against Iconic Hearts;

6 5. For punitive and exemplary damages;

7 6. For restitution and all other relief provided for under Business and Professions

8 Code sections 17200 et seq.;

9 7. For an award of attorneys’ fees and costs; and

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

11 Dated: July 1, 2022 Respectfully submitted

12 BRYAN CAVE LEIGHTON PAISNER LLP

13
By: /s/ Keith D. Klein
14
Keith D. Klein
15 Cindy Kaneko
16 Attorneys for Plaintiff
ICONIC HEARTS HOLDINGS, INC.
17

18

19

20

21

22

23

24

25

26

27

28
24
COMPLAINT