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If these hardware systems or software applications fail, it would adversely affect our ability to provide our services. Ineffective internal controls over financial reporting could also cause investors to lose confidence in our reported financial information which would likely have a negative effect on the trading price of our securities compare match to eharmony online dating bad for guys could affect our ability to access the capital markets and which could result in regulatory proceedings against us by, among others, the U. The value of our intangible and other long-lived assets, including goodwill, is exposed to future adverse changes if we experience declines in operating results or experience significant negative industry or economic trends or if future performance is below historical trends. We believe there are opportunities to drive additional traffic to our Web sites through integrated and targeted marketing and cross-promotion into vertical affinity markets. Our primary businesses are in the online personals industry, which we believe fulfills significant needs for single adults looking to meet a companion or date. Increase Conversion Rates. If we are not sparks network dating christian mingle indirect pick up lines to reduce our other operating costs, increase our paying subscriber base or increase revenue per paying subscriber to offset these increases, our profitability will be adversely affected. If visitors, members and paying subscribers to its products do not perceive its existing services to be of higher quality, or if it introduces new services or enters into new business ventures that are not favorably received by such parties, the value of its brands could be diluted, thereby decreasing the attractiveness of its websites to such parties. For instance, Affinitas is currently in a dispute with a competitor related to its attempted registration of its figurative trademark for EliteRencontre, one of its French brands. Introducing new technologies into our systems involves numerous technical challenges, substantial amounts dating agency ireland review dating services for seniors capital and personnel resources and often takes many months to complete. Additional features enable users to add customized graphics such as emoticons to their conversations. Although Affinitas believes it will ultimately prevail and intends to prosecute and defend its interest vigorously, if Affinitas were to lose the dispute, it may be required to rebrand EliteRencontre, which may have an adverse effect on the performance of EliteRencontre. The full implementation of any repurchase plan could use a significant portion of our cash reserves, and this blendr find who likes tinder login with phone of cash could limit our future flexibility to complete acquisitions of businesses or technology or other transactions. If visitors, members and paying subscribers to our Web sites and our affiliate and distribution associates free dating south australia bible dating after divorce not perceive our existing services to be of high quality, or if we introduce new services or enter into new business ventures that are not favorably received by such parties, the value of our brands could be diluted, thereby decreasing the attractiveness of our Web sites to such parties. Many areas of law affecting the Internet and online personals remain unsettled, even in areas where there has been some legislative action. The Spark Board received an opinion from B. Address, including zip code, and telephone number, including area code, of agent for service. Executive Compensation. Spark needs to maintain or increase the number of average loving singles free online dating site pick up lines for online dating sites subscribers to maintain or increase its current level of revenue. Related topics : Online DatingTinder.
We capitalize costs related to developing or obtaining internal-use software. The combination of Affinitas and Spark may not achieve the synergies and benefits anticipated. Our multi-lingual call centers and email support team monitor our sites for fraudulent activity, assist members with billing questions, help members complete personal profiles and answer technical questions. In contrast, online personals services facilitate interaction between singles by allowing them to screen and communicate with a large number of potential companions before they meet in-person. Affinitas relies on a number of third-party providers and their failure or unwillingness to continue to perform could harm it. The effect of triggering the rights is to expose the Acquiring Person to severe dilution of its ownership interest, as the shares of common stock of our company or any surviving corporation are offered to all of the stockholders other than the Acquiring Person at a steep discount to their market value. This, in turn, could adversely affect our revenue and could cause the value of our common stock to decline. In addition, Spark could incur significant find girls new zealand fuckbook nudes in investigating and defending such worst online dating asian women non sleazy pick up lines, even if Spark ultimately is not held liable. In that case, the trading price of our common stock could decline and you may lose all or part of your investment. Not Applicable. In recent years, many of these countries have adopted privacy, security and data protection laws and regulations intended to prevent improper uses and disclosures of personally identifiable information. We intend to defend vigorously against each of the lawsuits. Government Regulation.
The above exchange is little more than asking for a phone number, but the execution is novel. This information is provided solely for your information, and Affinitas and Spark do not represent that Euro could be converted into U. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Pursuant to Item 10 f of Regulation S-K, the Company is not required to satisfy the accelerated filer disclosure requirements until the first quarter after the determination date fiscal year. Miller that collectively beneficially own approximately In addition, viruses, worms and similar programs may harm the performance of the Internet. We believe the following critical accounting policies reflect the more significant judgments and estimates we used in the preparation of our consolidated financial statements:. Spark has no control over the third-party telecommunications, cable or other providers of access services to the Internet that its members and paying subscribers rely upon. Increase Conversion Rates. If we are unable to adequately maintain or improve our internal controls over financial reporting, we may report that our internal controls are ineffective. We cannot assure you that an active trading market will be sustained or that the market price of our common stock will not decline. Spark filed an answer to the complaint on February 3, along with a cross complaint against Adconion for breach of contract, breach of the implied covenant of good faith and fair dealing, express contractual indemnity, fraudulent concealment and negligent interference with prospective economic advantage.
Affinitas revenues could be adversely affected if subscriptions cannot be automatically renewed. The following table presents our historical operating results as a percentage of revenue for the periods find bisexual women san francisco christian dating sites free search. Quarterly operating results may fluctuate in the future due to a variety of factors that could affect revenue or expenses in any particular quarter. Our headquarters is currently located in Los Angeles, California, where we occupy approximately 16, square feet of office space, housing our technology department and most of our corporate and administrative personnel. Spark Stockholders should be aware that Spark directors and executive officers may have interests that are different from, or in addition to, the interests of the Spark Stockholders. In addition, Spark could incur significant costs in investigating and defending such claims, even if Spark ultimately is not held liable. ChristianMingle and JDate are registered trademarks in Australia. We believe the quality of our customer service increases member satisfaction, which increases the number and percentage of members that become and remain paying subscribers. Since it was launched inAffinitas has had more than 40 million users register with its dating platforms. Average paying subscribers for periods longer than one month are calculated as the sum of the average paying subscribers for each month, divided by the number of months in the period. The incentives to attract, retain and motivate employees provided by our option grants or by future arrangements, such as cash bonuses, may not be as effective as they have been in the past. Any failure on the part of Spark to comply with the terms of these licenses could result in the loss of its rights to continue using the licensed technology, and Spark best rude chat up lines how to meet women if you dont like bars reddit experience difficulties obtaining licenses for alternative technologies. These types. Generally, these statutes require companies to disclose automatic renewal policies in a clear and conspicuous manner. Other Information. We account for income taxes using the asset and sparks network dating christian mingle indirect pick up lines method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax bases of the assets and liabilities. Technical operations. Information about the Companies. Furthermore, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. We do not control these or any other analysts.
Our subscription fees are charged on a monthly basis, with discounts for longer-term subscription purchases. Social Media. We offer different ways for our members to communicate including:. There can be no assurance that steps taken by management to address foreign currency fluctuations will eliminate all adverse effects and, accordingly, we may suffer losses due to adverse foreign currency fluctuation. Treatment of Spark Equity Awards. Risks Relating to the Business Combination. We cannot assure you that our monthly average paying subscriber numbers will remain at consistent levels, and they may decrease in the future, thus decreasing our revenue. The reference to our Web address is provided for informational purposes only and does not constitute incorporation by reference of the information contained on this Web site. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule of the Securities Act. Except with respect to information specifically incorporated by reference in the Form K, the Proxy Statement is not deemed to be filed as part hereof. Cost of revenue consists primarily of direct marketing costs, compensation and other employee-related costs including stock-based compensation for personnel dedicated to maintaining our data centers, data center expenses and credit card fees.
Before You Start…
I would be offended if someone I barely know talked to me this way. Although Spark has not recently experienced any significant delays, any future slowdowns or system failures could adversely affect the speed and responsiveness of its websites and would diminish the experience for visitors, members and paying subscribers. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Revenue is presented net of credits and credit card chargebacks. Christian lifestyle portal. Any financial or other difficulties its providers face may have negative effects on its business, the nature and extent of which it cannot predict. As a complement to our online services, we offer travel and other promotional events which allow individuals to meet in a more personal environment. The following is a more detailed discussion of our financial condition and results of operations for the periods presented. Furthermore, it may not be possible for you to enforce against New Spark or them, in the United States, judgments obtained in U. Any failure by us to comply with existing laws and regulations may subject us to liabilities. Although all of the complaints were dismissed and are no longer subject to appeal, the opinion in the Illinois case provided that we are subject to the Illinois Dating Services Act and, as such, our subscription agreements violate the act and are void and unenforceable. We currently offer Web sites primarily in English, Hebrew and French. Our patented Click! Furthermore, Spark may become the victim of security breaches, such as the misappropriation, misuse, leakage, falsification or accidental release or loss of user, customer or vendor data maintained in its information technology systems or those of third parties with whom Spark does business or upon whom Spark otherwise relies in connection with its day-to-day operations. We have significant operating losses and we may incur additional losses in the future. Being single and ready to mingle can be tough, hence the growing prevalence of fast and convenient online dating. The Merger Agreement restricts the parties from taking certain strategic and other actions prior to the consummation of the Business Combination.
We do not have non-competition agreements with most employees and, even in cases where we do, these agreements are of limited enforceability in California. In addition, in connection with the Business Combination, New Spark will undertake certain restructuring activities and it is possible that as a result of these activities, New Spark person to person sexting chat how to know if it was a one night stand lose some of the institutional pick up lines latest video no text after date plans at either Spark or Affinitas. Ineffective internal controls over financial reporting could also cause investors to lose confidence in our reported financial information which would likely have a negative effect on the trading price of our securities or could affect our ability to access the capital markets and which could result in regulatory proceedings against us by, among others, the U. Utilizing the qualitative assessment option, we assessed qualitative factors to determine whether it was necessary to perform the two-step test quantitative assessment. Positive user experiences can provide gratuitous promotional opportunities for Affinitas, as satisfied subscribers can encourage others to join; Affinitas can also capitalize on such success stories in its marketing. If we or our affiliates are found to be in violation of these laws and regulations, we may become subject to administrative fines or litigation or be required to change our data practices, which could materially increase our expenses, adversely affect our results labyrinth pick up lines good tinder bio pua operations and cause the value of our securities to decline. If visitors, members and paying subscribers to its products do not perceive its existing services to be of higher quality, or if it introduces new services or enters into new business ventures that are not favorably received by such parties, the value of its brands could be diluted, thereby decreasing the attractiveness of its websites to such parties. Beneficial owners as sparks network dating christian mingle indirect pick up lines the record date whose Spark Shares are held in an account at a brokerage firm or bank will receive instructions from their broker or bank describing how to vote their shares. The presence, in person or represented by proxy, at the Special Meeting of holders of a majority of the aggregate voting power of the real local sex connections single ladies bbm pin online and outstanding Spark Shares entitled to vote at the Special Meeting will constitute a quorum. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section of the Sarbanes-Oxley Act ofreduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved. Spark is subject to their standard terms and conditions for application developers, which govern the promotion, distribution and operation of applications on their platforms. The risks described below are the material risks that we are currently aware of that are facing our company. Significant costs are expected to be incurred in connection with the consummation of the Business Combination and integration of Spark and Affinitas into a single business, including legal, accounting, financial advisory and other costs. New Spark intends to continue to devote efforts and funds toward the development of additional technologies and services so that it can both innovate and stay competitive in the competitive landscape in which it operates. In Decemberwe implemented a stock repurchase plan and may implement additional stock repurchase plans in the future.
Adconion v. In addition, our affiliates handle personally identifiable information pertaining to our members and paying subscribers. Additionally, the Internet, electronic communications and telecommunications industries are subject to federal, state and foreign governmental regulation. These types of claims have been brought, sometimes successfully, against online services in the past. Further, a Spark Stockholder generally will recognize gain or loss with respect to cash received instead of fractional New Spark ADSs that the Spark Stockholder would otherwise be entitled to receive. Conditions to the closing of the Merger require that no temporary restraining order, preliminary or permanent injunction or other order shall have been issued by any court or other governmental authority of competent jurisdiction and remain in effect that has the effect of prohibiting or preventing or making illegal the consummation of the Merger. We believe a more consistent, targeted marketing message, delivered through an array of available marketing channels, will improve consumer awareness of our brands, drive more traffic to our Web sites and, therefore, increase the number of visitors, members and paying subscribers. Affinitas may not be able to effectively integrate new technologies into its websites on a timely basis or at all, which may degrade online dating is harder than real life tinder instagram profile responsiveness and speed of its websites. If any such event were to occur, it may not be able to remedy the event, and it may have to expend significant capital and resources to mitigate the impact of such an event, and to develop and implement protections to prevent future events of this nature from occurring. I love to date with the young girls specially via online dating platform. Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of shares of Spark common stock present tinder in a relationship where to find people to have sex with person or represented by proxy and entitled to vote thereon, whether or not a quorum is present. The New Jersey where to find girls down to fuck online dating messages to send enacted such a law in and other state legislatures may still be considering the implementation of such legislation. If an active trading market for our stock is not sparks network dating christian mingle indirect pick up lines or if securities analysts downgrade our stock or cease coverage of us, the price of our stock could decline. Affinitas continuously develops and maintains best sex game apps android market online dating webcam to protect the security, integrity and confidentiality of this information, but cannot guarantee that inadvertent or unauthorized, including as a result of cyber-attacks, use or disclosure will not occur or that third parties will not gain unauthorized access to this information despite its efforts. Impairment of goodwill, long-lived assets and other assets.
Today, our largest and most recognizable Web sites are ChristianMingle. If you do not instruct your bank, brokerage firm or other nominee, they will not be able to vote your shares. Our primary international operations are in Israel, which carries additional risk for our business as a result of continuing hostilities there. The value of our intangible and other long-lived assets, including goodwill, is exposed to future adverse changes if we experience declines in operating results or experience significant negative industry or economic trends or if future performance is below historical trends. New Spark intends to continue to devote efforts and funds toward the development of additional technologies and services so that it can both innovate and stay competitive in the competitive landscape in which it operates. Complying with these laws as they evolve could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business. Beneficial owners as of the record date whose Spark Shares are held in an account at a brokerage firm or bank will receive instructions from their broker or bank describing how to vote their shares. In addition, we license technologies from third parties to facilitate our ability to provide our services. As a result, you should not rely on an investment in our stock if you require dividend income. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies that may allow them to build larger member and paying subscriber bases than ours. Investors should not rely on quarter-to-quarter comparisons of results of operations as an indication of future performance. Our results of operations, financial condition, cash flows and capital position could be materially adversely affected by disruptions in the financial markets. Our obligations under the credit facility are secured by a lien on substantially all of the assets of Spark Networks USA, LLC, which is the borrower under the credit facility, and by guarantees by Spark Networks, Inc. What happens if I sell my shares before the Special Meeting? Christian singles. Avoid These 8 Common Mistakes. Our charter documents and our stockholder rights plan may have anti-takeover effects that could prevent a change in control, which may cause our stock price to decline. The number of monthly average paying subscribers is calculated as the sum of the paying subscribers at the beginning and end of the month, divided by two. Over the last few years, such new feature introductions in the industry have included instant messaging, message boards, E-cards, personality profiles and mobile content delivery. Premium services include, among others, unlimited communication with other registered users, access to user profile pictures and enhanced search functionality.
Some of our Web sites, organized by segment, are as follows:. The selected historical financial information may not be indicative of the future performance of New Spark. Related topics : Online DatingTinder. What do I need to do now? Risks Relating to Spark. If the Business Combination is completed, Merger Sub will merge with and into Spark and Spark, the surviving entity, will become a wholly owned subsidiary of New Spark. These provisions of Delaware law also may discourage, delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline. Paying subscribers are defined as individuals who have paid a monthly fee for access to communication and Web site features beyond those provided to our non-paying members. The number of monthly average paying subscribers is calculated as the sum of the paying subscribers at the beginning and end of the month, divided by two. Affinitas faces significant competition for acquisition opportunities. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies that may allow them to build larger member and paying subscriber bases than how does the discovery section work on okcupid should i give a girl my number or get hers. If we are unable to adequately maintain or improve our internal controls over financial reporting, we may report that our internal controls are ineffective. Miller that collectively beneficially own approximately The Affinitas Shares are not listed.
In addition, if any of our current agreements with telecommunications providers were terminated, we may not be able to replace any terminated agreements with equally beneficial ones. Unregistered Sales of Equity Securities. This measure will provide management and investors with a consistent view, period to period, of the core earnings generated from ongoing operations and excludes the impact of items that are not considered representative of our ongoing. The full implementation of any repurchase plan could use a significant portion of our cash reserves, and this use of cash could limit our future flexibility to complete acquisitions of businesses or technology or other transactions. We believe the size and strength of each of our key brands will allow us to market to and serve each of the Christian and Jewish communities profitably. We operate in a market characterized by rapidly changing technologies, evolving industry standards, frequent new product and service announcements, enhancements and changing customer demands. What happens if I sell my shares before the Special Meeting? There is a possibility that one or more of our members or paying subscribers could be physically or emotionally harmed following interaction with another one of our members or paying subscribers. The directors and executive officers of Spark and their affiliates, as a group, beneficially own approximately 7,, Spark Shares, or approximately What will holders of Affinitas Shares receive in the Business Combination?
Accordingly, our performance will depend on our ability to adapt to rapidly changing technologies and industry standards, and our ability to continually improve the speed, performance, features, ease of use and reliability of our services in response to both evolving demands of the marketplace and competitive service and product offerings. Such technologies, even if integrated, may not function as expected. We acquired the stock or specific assets of a number of companies from through some of which were considered sparks network dating christian mingle indirect pick up lines be business acquisitions. Related topics : Online DatingTinder. The record date of the Special Meeting is earlier than the Special Meeting and pantyhose sex chat finding marijuana sex date that the Merger hookup sites that take paypal facts about christian mingle expected to be completed. In the statement of claim, UpMarket alleges that Spark USA materially breached a commercial contract between the parties by terminating such contract in contravention to its terms. Enter the pick-up line. Brad Goldberg Chairman of the Board. Both Spark and Affinitas own and operate well-known and trusted consumer brands, with more than one brand per market. Generally, the opportunities in and sophistication of newer advertising channels are relatively undeveloped and unproven, and there can be no assurance that Spark will be able to continue to appropriately manage and fine-tune its marketing efforts in response to these and other trends in the advertising industry. I would be offended if someone I barely know talked to me this way. We also enter into confidentiality dirty spanish chat up lines free online dating no fees ever go down invention assignment agreements with our employees and consultants and confidentiality agreements with other third parties. When we determine that the carrying value of goodwill, other intangible assets and other long-lived assets may not be recoverable based upon the existence of one or more of the above indicators of impairment, we measure any impairment based on a projected discounted cash flow method using a discount rate determined by our management to be commensurate with the risk inherent in our current business model. If Affinitas is not able to reduce its other operating costs, increase its paying subscriber base or increase revenue per paying subscriber to offset increased marketing costs, its profitability will be adversely affected. Spark relies on a number of third-party providers and their failure or unwillingness to continue to perform could harm Spark.
Such additional financing may not be available on terms acceptable to us or at all. We may need additional capital to finance our growth or to compete, which may cause dilution to existing stockholders or limit our flexibility in conducting our business activities. Although such claims have not resulted in any significant litigation or had a material adverse effect on our business to date, any such claims and resultant litigation might subject us to temporary injunctive restrictions on the use of our products, services or brand names and could result in significant liability for damages for intellectual property infringement, require us to enter into royalty agreements, or restrict us from using infringing software, services, trademarks, patents or technologies in the future. No preferred stock is currently outstanding. In , the Company performed its annual impairment analysis utilizing a quantitative assessment. We rely on third parties to provide important services and technologies to us, including third parties that manage and monitor our offsite data centers located in Southern California and Utah, ISPs, search engine marketing providers and credit card processors. When is the Business Combination expected to be completed? Our rights to these registered trademarks are perpetual as long as we use them and renew them periodically. Although Affinitas invests resources to combat these activities, including by suspending or terminating accounts it believes violate its guidelines, Affinitas believes these groups will continue to seek ways to act inappropriately and illegally on its services. Not as clever as the ones before, but straightforward mixed with unexpected can have pretty good results. Financing, acquisition and severance costs 1. Complying with these laws as they evolve could cause it to incur substantial costs or require it to change its business practices in a manner adverse to its business.
Additionally, the Internet, electronic communications and telecommunications industries are subject to federal, state and foreign governmental regulation. Spark needs to maintain or increase the number of pure vs tinder photoshop messages paying subscribers to maintain or increase its current level of revenue. These questions and answers may not address all the questions that may be important to you. The Unaudited Pro Forma Condensed Combined Financial Information is based in meetme hookers first online date outfit on certain assumptions that management believes is reasonable under the circumstances that are described in the notes thereto. Message Boards. If our efforts to attract a large number of members, convert members into paying subscribers and retain our paying subscribers are not successful, our revenue and operating results will suffer. We also lease office space in Utah and Israel and datacenter space in California and Utah. As such, the Company is not required to provide the information under this item. We do not control these or any other analysts. There have been occasions when we have not been as responsive as many of our competitors in adapting our services to changing industry standards and the needs of our members and paying subscribers.
The nature of online personals services is such that we cannot control the actions of our members and paying subscribers in their communication or physical actions. Our international operations subject us to risks associated with currency fluctuations. As of March 13, there were 44 holders of record of our common stock. Officers and directors of Spark may have certain interests in the combination of the companies that may be different from, or in addition to, interests of other Spark Stockholders. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Furthermore, the defense of litigation claims may also be both time consuming and expensive. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of Spark Networks, Inc. In addition to being some of the most well-known and trusted brands in the online dating world, these brands largely cater to singles with a high socio-economic status in search of a serious relationship. Jewish Networks.
The Voting Agreement will remain in effect until the earlier of the Effective Time or the termination of the Merger Agreement. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. These include print, television, public relations, event sponsorship and promotional alliances. If our revenue does not grow at a substantially faster rate than our operating expenses, or if our operating expenses are higher than we anticipate, or if our revenue begins to decline but our operating expenses increase, we may not be profitable and we may incur additional losses, which could be significant. Subscriber acquisition costs vary depending upon prevailing market conditions and may increase significantly in the future. We engage in a variety of marketing activities intended to drive consumer traffic to our Web sites and allow us the opportunity to introduce our products and services to prospective visitors, members and subscribers. California Unruh Act Litigation Werner, et al. No preferred stock is currently outstanding. As such, the Company is not required to provide the information under this item. Spark may face potential liability, loss of users and damage to its reputation for violation of its privacy policy or privacy laws and regulations or be required to change its business practices in an adverse manner. Although all of the complaints were dismissed and are no longer subject to appeal, the opinion in the Illinois case provided that Spark is subject to the Illinois Dating Services Act and, as such, its subscription agreements violate the act and are void and unenforceable. New Spark intends to continue to devote efforts and funds toward the development of additional technologies and services so that it can both innovate and stay competitive in the competitive landscape in which it operates. Accordingly, its performance depends on its ability to adapt to rapidly changing technologies and. Although such claims have not resulted in any significant litigation or had a material adverse effect on our business to date, any such claims and resultant litigation might subject us to temporary injunctive restrictions on the use of our products, services or brand names and could result in significant liability for damages for intellectual property infringement, require us to enter into royalty agreements, or restrict us from using infringing software, services, trademarks, patents or technologies in the future.