IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF TEXAS TYLER DIVISION

Sunless, Inc. Plaintiff, -vsHeartland Tanning, Inc.,

Defendant.

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Civil Action No.: Judge: COMPLAINT FOR PATENT INFRINGEMENT DEMAND FOR JURY TRIAL

Plaintiff Sunless, Inc. (Sunless), for its Complaint against Defendant Heartland Tanning, Inc. (Heartland), alleges as follows: THE PARTIES 1. Sunless is a corporation organized and existing under the laws of the state of

Delaware with a principal place of business at 8909 South Freeway Drive, Macedonia, Ohio 44056. 2. Heartland is a corporation organized and existing under the laws of the state of

Missouri with a principal place of business at 4251 Northeast Port Drive, Lees Summit, Missouri 64064.

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JURISDICTION AND VENUE 3. This Court has subject matter jurisdiction over this action under 28 U.S.C.

1331, 1338(a), and the Patent Laws of the United States, 35 U.S.C. 271 et seq. 4. Personal jurisdiction (1) exists generally over Heartland because it has sufficient

minimum contacts with the forum as a result of business conducted within the State of Texas and this district, either directly or through its distributors; and/or (2) exists specifically over Heartland because of its infringing conduct within or directed at the State of Texas and this district, either directly or through its distributors. For example, Heartland has a distributor located in Frisco, Texas, who sells and/or offers to sell a product that infringes the patent-in-suit. 5. Venue is proper in this judicial district under 28 U.S.C. 1391 and 1400(b). BACKGROUND FACTS 6. Sunless is a leader in the development, manufacture, and marketing of sunless

tanning products, including equipment and solutions. 7. On June 19, 2012, the United States Patent and Trademark Office (USPTO)

duly and legally granted U.S. Patent No. 8,201,288 for an invention entitled Automatic Body Spray System (the 288 patent). A true and correct copy of the 288 patent is attached hereto as Exhibit A. 8. Sunless is the owner of the entire right, title, and interest in and to the 288 patent

by assignment from its predecessor, MT Industries, Inc. Sunless has commercialized the 288 patent by making and selling its own products, which are covered by one or more claims of the 288 patent, including the VersaSpa booth.

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9.

Heartland has made, used, offered to sell, and sold in the United States an

automatic body spray system, identified as the Pura Sunless booth (Pura Booth). 10. Upon information and belief, Heartland obtained a VersaSpa booth and copied the

design of several elements, including without limitation, the nozzles, fan, solution container, and container connector, and incorporated these features in the Pura Booth. 11. Heartland has directly infringed and is now infringing the 288 patent by making,

using, offering to sell, and selling the Pura Booth in the United States. 12. Heartland sells the Pura Booth in the United States to third-party distributors who,

in turn, resell the Pura Booth to purchasers, including tanning salons and consumers who operate the product (collectively, the Purchasers). Heartland actively aids and abets the resale and use of the Pura Booth. 13. Upon further information and belief, Heartlands distributors have infringed the

288 patent by using, offering to sell, and selling the Pura Booth in the United States. 14. Upon further information and belief, the Purchasers of the Pura Booth have

infringed and are now infringing the 288 patent by using this product in the United States. COUNT I (Direct Infringement of U.S. Patent No. 8,201,288) 15. 16. Paragraphs 114 are re-alleged and restated as if fully set forth herein. By making, using, offering to sell, and selling the Pura Booth in the United States,

Heartland has directly infringed and is infringing one or more claims of the 288 patent, in violation of 35 U.S.C. 271(a).

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17.

Heartlands actions as described above demonstrate a deliberate and conscious

decision to infringe the 288 patent, or at the very least, a reckless disregard of Sunless patent rights. 18. The direct infringement of the 288 patent by Heartland was and is willful and

deliberate, and will continue unless enjoined by this Court. 19. As a result of the direct infringement of the 288 patent by Heartland, Sunless has

suffered, and continues to suffer, damages in an amount to be established at trial. Furthermore, Sunless has suffered, and continues to suffer, irreparable harm for which there is no adequate remedy at law. COUNT II (Indirect Infringement of U.S. Patent No. 8,201,288) 20. 21. Paragraphs 119 are re-alleged and restated as if fully set forth herein. Heartland has offered to sell and sold the Pura Booth in the United States to

distributors. Heartland has also actively aided and abetted distributors and the Purchasers to offer for sale, sell and/or use the Pura Booth. Heartland intended to cause these acts and knew or should have known would directly infringe one or more claims of the 288 patent. 22. By actively and knowingly aiding and abetting distributors and the Purchasers to

offer for sale, sell, and/or use the Pura Booth, Heartland has indirectly infringed one or more claims of the 288 patent, in violation of 35 U.S.C. 271(b). 23. Heartlands actions as described above demonstrate a deliberate and conscious

decision to infringe the 288 patent, or at the very least, a reckless disregard of Sunless patent rights.

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24.

The indirect infringement of the 288 patent by Heartland was and is willful and

deliberate, and will continue unless enjoined by this Court. 25. As a result of the indirect infringement of the 288 patent by Heartland, Sunless

has suffered, and continues to suffer, damages in an amount to be established at trial. Furthermore, Sunless has suffered, and continues to suffer, irreparable harm for which there is no adequate remedy at law. PRAYER FOR RELIEF WHEREFORE, Sunless prays that the Court: A. Preliminarily and permanently enjoin Heartland, and its officers, employees, servants, and agents, and all persons in active concert with any of them, against any further acts of direct infringement or indirect infringement under 35 U.S.C. 283, including without limitation making, using, offering to sell, and/or selling the Pura Booth. B. Order Heartland to pay, in accordance with 35 U.S.C. 284, damages adequate to compensate for the patent infringement, but in no event less than a reasonable royalty for the use made of the invention, together with interest and taxable costs. C. Find the infringement by Heartland to be willful, and order it to pay three (3) times the amount of damages found or assessed, under 35 U.S.C. 284. D. Find this to be an exceptional case under 35 U.S.C. 285, and order Heartland to pay Plaintiffs attorneys fees, expenses and costs in this action. E. Grant Sunless such other and further relief as the Court may deem proper and just under the circumstances.

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Dated: September 18, 2012 /s/ Steven M. Auvil Steven M. Auvil sauvil@beneschlaw.com BENESCH FRIEDLANDER COPLAN & ARONOFF LLP 200 Public Square, Suite 200 Cleveland, Ohio 44114-2378 Phone: (216) 363-4500 Fax: (216) 363-4588 Attorneys for Plaintiff Sunless, Inc.

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DEMAND FOR JURY TRIAL Plaintiff Sunless, Inc. hereby makes demand for a trial by jury pursuant to Rule 38 of the Federal Rules of Civil Procedure as to all issues of this lawsuit. Dated: September 18, 2012 Respectfully submitted, /s/ Steven M. Auvil Steven M. Auvil, sauvil@beneschlaw.com 200 Public Square, Suite 200 Cleveland, Ohio 44114-2378 Phone: (216) 363-4500 Fax: (216) 363-4588 Attorney for Plaintiff Sunless, Inc.

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