EXHIBIT 1
PRIVILEGED & CONFIDENTIAL CAUSE NO. 2016-CI-06300
TITLE SOURCE, INC., Plaintiff
IN THE DISTRICT COURT OF
v.
BEXAR COUNTY, TEXAS
HOUSECANARY, INC.,
f/k/a CANARY ANALYTICS, INC., Defendant.
73RD JUDICIAL DISTRICT
DECLARATION OF ANTHONY ROVEDA I, Anthony Roveda, hereby declare as follows: 1. I am a former employee of the Defendant in this action, HouseCanary Inc. I have personal knowledge of the facts set forth below. I am over 21 years of age. If called to. testify to the matters set forth in this declaration, I could do so competently.
Professional Background 2. I attended Wheaton College, in Wheaton, Illinois. I have almost thirty (30) years of experience working in various roles in the real estate and appraisal industry. From June 2015 to April 2016, I was the Director of Appraiser Experience at the Defendant, HouseCanary, Inc. I have also worked as director of valuation at other large companies. 3. During my tenure at HouseCanary, I was one of the subject matter experts for the development of the HouseCanary Appraiser App (the "App").
Involvement with the HouseCanary Appraiser App 4. My job responsibilities at HouseCanary included testing the functionality of the App to ensure it was useful for appraisers in the field, and compliant with the Uniform Standards of Professional Appraisal Practice (" USPAP") that govern the appraisal industry. This work involved trying to use the App, identifying non-functioning elements in it, and submitting "tickets" to the software engineering team alerting them to the issues I detected so they could be corrected. During my time at HouseCanary, I wrote dozens of "tickets" relating to the App, and had near-daily discussions with the product and engineering teams at HouseCanary that were developing the App. 5. Based on these discussions, and what I observed personally, it was evidtnt to me that, during the time I worked at HouseCanary there was never a working version of the App. The
PRIVILEGED & CONFIDENTIAL
versions of the App that were provided to Title Source amounted to "wireframes" that had a great-looking user interface, but did not function technically (on the "back end"). HouseCanary deceived Title Source by representing that the App was more functional than it actually was. 6. HouseCanary did not have the products in part because the HouseCanary Team was not truly focused on technical development. In my experience, HouseCanary leadership, and the CEO Jeremy Sicklick in particular, was focused more on enhancing the image of the company and on fundraising than on creating a working product. 7. From what I observed personally as the Director of Appraiser Experience at HouseCanary, HouseCanary misled Title Source repeatedly about the readiness of the App and other products. I believe that HouseCanary executives, specifically Mr. Sick.lick, knew that the HouseCanary products did not function as represented to Title Source and knew that, at least at the time I was there, HouseCanary did not have the capability to deliver the working products it promised to Title Source. I witnessed some of these misrepresentations first-hand.
Anonymous Reporting 8. On the day of the jury's verdict in this case, March 15, 2018, I sent an anonymous email to Amrock's CEO, JeffEisenshtadt. I sent the email from a Yahoo domain address (i.e., "@yahoo.com")under the alias "Frank O'Malley." I never informed Mr. Eisenshtadt of my real identity. 9. I wrote the e-mail to Mr. Eisenshtadt because I had serious concerns about the integrity of the jury verdict rendered in the case of TitleSource v. HouseCanary Inc.. I had not come forward during these proceedings because I was afraid to speak up against my former employer, HouseCanary. At the time of this litigation, I had already left HouseCanary. I had moved on to another company, I was living in Ohio, and I had no interest in becoming involved in this. It was only when I learned of the jury's verdict in the media that I decided to send the email. 10. In my anonymous email, I explained to Mr. Eisenshtadt (in part) that: I had "first hand knowledge about [Title Source's] suit. i can never and will never be able to come forward as a witness . . ." I warned Mr. Eisenshtadt tllat he"... need[ed] to be aware that there was collusion among some of your people [at Title Source] and housecanary - like sicklick and petkovsky [sic]. you also need to know that you are correct in your comment that you were presented wire frames and apps that didn't function. you were lied to. repeatedly." I also explained "housecanary never had any proprietary anything ... its [sic] all a lie." 11. Mr. Eisehshtadt replied to my anonymous email and asked me to meet to discuss my concerns. We arranged a time for a phone conversation. However, I did not call Mr. Eisenstadt at the appointed time and stopped communicating wiJh him because I feared retaliation from my former employer or from people associated with the company. Nonetheless, I stand by the assertions in my email to Mr. Eisenshtadt. Attached hereto as Attachment A is a true and accurate copy of the series of e-mails I wrote to Mr. Eisenstadt and the e-mails I received from Mr. Eisenstadt. See Attachment A
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PRIVILEGED & CONFIDENTIAL
12. In June 2018, I was contacted by a consultant hired by Arnrock. This gave me an opportunity to reflect on the matter and I realized it was important for me to do try to correct what I
viewed as an egregious miscarriage of justice and to come forward.
Potential Collusion ofTitle Source Witnesses and Employees with HouseCanary 13. As I noted in my email to Mr. Eisenshtadt, HouseCanary was able to deceive Title Source for a long period time in part because of what I believed to be an improper relationship between Mr. Sicklick and the Title Source executive in charge of the HouseCanary relationship, Jordan Petkovski.
14. Mr. Sicklick regularly commented that Mr. Petkovski would protect HouseCanary's relationship with Title Source, which may have helped HouseCanary's ability to raise funds and increase its valuation. Mr. Sicklick also made comments that suggested that he and Mr. Petkovski had already reached an agreement for Mr. Petkovski to join HouseCanary. For example, Mr. Sicklick would say things along the lines of: ' When Jordan gets here,' and 'When Jordan comes on board,' and ' Jordan will handle that for us when he's here.' 15. I also heard from others that Mr. Petkovski did things to benefit HouseCanary. For example, I heard that Mr. Petkovski may have vouched for the capability and value ofHouseCanary's products to others in the appraisal industry, recruited industry talent to HouseCanary, and introduced HouseCanary to Title Source's clients. In my nearly thirty (30) years of experience in the real estate and appraisal industries, this struck me as highly unusual for a nonnal business relationship. 16. HouseCanary also misled Title Source about its Automated Valuation Model ("AVM"), which it falsely represented to Title Source as a proprietary product developed by HouseCanary. The HouseCanary AVM was in fact an "overlay" of a HouseCanary interface on top of an AVM created by company called Black Knight. As far as I am aware, HouseCanary never informed Title Source that the engine of the HouseCanary AVM was, in fact, the Black Knight AVM.
17. I also have learned that, at trial, HouseCanary asse11ed that they had built a proprietary HouseCanary AVM and used it to generate value reports for Title Source. To my knowledge, at least at the time when I left the company in April 2016, HouseCanary did not have a working proprietary or home-grown A VM.
Contact about Potential Testimony 18. Around March 2018, shortly after the jury rendered its verdict in this matter, I contacted
Steve O'Brien, a HouseCanary employee (and former Title Source employee) with whom I have remained in contact since my departure from HouseCanary. I had noticed unusual activity on my Linkedln profile and told Mr: O'Brien I was concerned that it was related to the litigation. O'Brien told me that I needed to be "protected" by HouseCanary. He explained to me that another former HouseCanary employee, Chris Zaloumis, had been given
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PRIVILEGED & CONFIDENTIAL
a consulting contract during the trial in connection with the Title Source litigation and that if I wanted to "be protected by HooseCanary," I would be "paid handsomely." I understood this reference to mean I would be "paid handsomely" to provide testimony favorable to HouseCanary and/or not providing negative information about the company to Title Source in exchange for payments under a "consulting agreement." To me, this arrangement sounded like payola or bought testimony. 19. Not long after the call with O'Brien, an attorney purporting to represent HouseCanary contacted me. I do not recall the attorney's name. The attorney explained that Mr. Zaloumis had been offered and accepted a consulting contract after HouseCanary learned that Title Source would seek to depose him in connection with the case. The attorney suggested that this arrangement could be available to others.
20. The Mortgage Valuation Industry nationw'ide is a relatively contained and tight-knit community of professionals. As a result, I am concerned and afraid that some in the industry, including representatives of my fonner employer or those related thereto, may seek to retaliate against me for providing this Declaration.
21. Nevertheless, I provide this Declaration freely and voluntarily. I have not been promised anything in exchange for this Declaration nor have I received anything of value in exchange for this Declaration.
I declare under penalty of perjury under the laws of the State of Ohio that the foregoing is true and correct. DATED: _ _;JUNE:..;.::..;.=-::2=-=l-'-',2=0=1-=-8_ __ Anthony Roveda
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PRIVILEGED & CONFIDENTIAL
Attachment A
Eisenshtadt; Jeff <Jeff@amrock.com> Friday, March 16, 20.18 10:14 AM Frank O'Malley Re: housecanary
From:
Sen~
To: Subject:
Are we having our call this moming?
JcffEisensbtaclt
Jeff Eisen!!Jitndt - CEO jeff@amrock.com I amrock.com On Mar IS, 2018, at 8:25 PM, Frank ()'Malley <11ortooburg1i.</s@ynhoo.com> wrote: i will call with a blocked numper. i would prefer to have the conversation on a ~sonal leyel but i see It's your direct line so I can assume you'll have council present. i have no issues with that but I have issues if you record the call. please do not record the call
On Friday, March 16, 2018, 12:17:51 AM GMT, Eisenshtadt, Jeff <Jeff@amrockcom> wrote: (313) 877-2222 10AM EST. Thank you Jeff Elsenshtadt
Jeff Eisenshtactt - CEO First National Building 662 Woodward ( Detroit, Ml 48226
(888) 848-5355 ext 72222 toU free (313) 877-2222 direot I (248) 417-1981 mobile jefl@amrock.com I amrock.com On Mar 15, 2018, at 8:16 PM, Frank O'Malley <nortonburgess@yahoo.com> wrote: l)OW Is not a good time. i can talk tomorrow at 10 am eastern. wha! number would you like me to call.
On Friday, March 16, 2018, 12:08:53 AM GMT, Elsenshtadt, Jeff <.Jeff@amrock com> wrote: Are you available to talk now?
Jeff Elsenshtadt
5
PRIVILEGED & CONFIDENTIAL
Jeff Eisenshtadt - CEO
First National B.uildlng 662 Woodward I Detroit, Ml 48226 (888) 848-5355 ext. 72222 loll free (313) 877 -2222 direct I (248) 417-1981 mobile Jeff@amrock.com I amrocl<.com On Mar 15, :1018, at 7:26 PM, Frank O'Malley <QOrtonburgess@{ahoo com> wrote: this puts me in a very difficult predlcamenl so I'm not sure a meeting i$ possible. what happened lo you was unconscionable but you have lo understand that \he.re are people involVed on the defendant's side that are very powerful so i need to be extremely careful. let me think about how to approach th.is In a way that l don1 expose myself. if you want to have a legitimate off the record chat, please provide a phone number and time I may contact you. On Thursday, March 15, 2018, 11:02:50 PM GMT, Elsenshtadt, Jeff <Jeff@amrock.com> wrote: We really appreciate your support and recognition for us standing up for what's right so hOw can you and I meet and talk about this rurther, orr the record of course? Jeff Eisenshtadt
Jeff Elsensh.tadt
CEO -Amrock Jeff@amrock.com I amrock.i;:om On Mar 15, 201a; at 6:22 PM, Frank O'Maliey <nortpnburgess@yahoG,oom> wrote: Jeff, i have first hand knowledge about your suit. i can never and will never be able to come forward as a witness but i can guide you. your recent loss was based on fallacies end spin. you need to be aware that there was collusion among some of your people and housecanary - like slcklicl< and petkovsky. you also need to know that you are correct in your comment that you were presented wire frames and apps that didn't function. you were lied to, repeatedly.
the housllcanary avm you are accused of stealing started out as an overlay on the black knight avm housecanary never had any proprietary anything... its all a lie.
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EXHIBIT 2
CAUSE NO. 2016-CI-06300
TITLE SOURCE, INC ., Plaintiff
IN THE DISTRICT COURT OF
v.
BEXAR COUNTY, TEXAS
HOUSECANARY, INC., f/k/a CANARY ANALYTICS, INC.,
73RD JUDICIAL DISTRICT
Defendant.
DECLARATION OF ROBERT WALKER I, Robert Walker, hereby declare as follows : 1. I am a former employee of the Defendant in this action, HouseCanary, Inc. ("HouseCanary"). I have personal knowledge of the facts set forth below. If called to testify to the matters set forth in this declaration, I could do so competently. 2. I attended Vanderbilt University and received an Masters in Business Administration from Columbia University. I have over thirty (30) years of experience working in various roles in the real estate date and valuation industry and have built or helped build a number of Automated Valuation Models (AVMs). 3. From March 2015 to March 2016, I was the Managing Director, Analytics and Data at HouseCanary. During my tenure at HouseCanary, I was one of the subject matter experts for the HouseCanary Automated Valuation Model (the AVM). 4. Before working at HouseCanary, I had worked as a Managing Director at Black Knight and led the development of Black Knight's "Safe Value" AVM. I worked at BlackKnight from 2010 to 2015. 5. In or around October 2014, Jordan Petkovski from Title Source (TSI) introduced me to Jeremy Sicklick at HouseCanary. 6. After leaving BlackK.night, in or around February 2015, I contacted Jeremy Sicklick about employment at HouseCanar)'¡ HouseCanary hired me in March 2015.
7. My job responsibilities at HouseCanary included, among other things, locating and licensing data sets. These data sets were intended to power potential HouseCanary products, including a potential HouseCanary AVM (which was incorporated in HouseCanary's Value Reports) and a potential HouseCanary Appraiser App. At the time I joined the company in March 2015, HouseCanary did not have the licensed data necessary for either product, and had in fact been using unlicensed data inadequate for its purpose. 8. Not long after joining HouseCanary in 2015, it became apparent to me that HouseCanary did not have the internal, technical know-how to develop either an AVM or an Appraiser App. on its own. Accordingly, I recommended that HouseCanary license two existing A VMs from my former employer, Black Knight, one called Safe Value and one called EZ Value. HouseCanary and Black Knight signed a licensing agreement in June 2015. 9. At some point after HouseCanary signed the AVM licensing agreement with Black Knight, I became aware that HouseCanary was providing Value Reports to TSI using data output from the Black Knight A VMs. It was my understanding that HouseCanary did not tell TSI that the "HouseCanary A VM" and Value Reports were powered by licensed content from Black Knight, and instead gave TSI the impression that HouseCanary had developed this content on its own. I discussed this issue with others at HouseCanary at the time. 10. During the Summer and Fall of 2015, I learned that IlouseCanary was attempting to build its own "homegrown," HouseCanary A VM. I had a number of discussions with Chris Stroud regarding the development of the HouseCanary A VM and it was apparent to me that at the ttme Stroud had a limited understanding of how A VMs were built and underestimated the work required to make them accurate. 11. In Fall 20 15, HouseCanary sent its A VM to a company called Platinum Data for testing. I understood at the time that the HouseCanary AVM performed poorly in testing and its results were less accurate that the stand-alone Black Knight A VMs. 12. I was not surprised by the poor performance of the HouseCanary AVM in testing. I have been working with A VMs for more than three decades and have led teams that built several A VMs, including one of the Black Knight A VMs licensed by HouseCanary . I know from this experience that building an accurate A VM takes time and know-how, with multiple rounds of testing, adjustment, and re-testing. From what I observed in my time at HouseCanary, the company and its lead manager on the project, Chris Stroud, did not have the know-how to build an accurate AVM and in fact they knew that fact at the time they marketed it to TSI.
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13. The test performance of the HouseCanary AVM was widely discussed among some senior managers at HouseCanary. Also at that time, I and other managers at HouseCanary were aware of and discussed among ourselves the problems in the development of HouseCanary's other main product, the Appraiser App, which had failed to work in field testing and was far from being a product ready to deliver to clients. Together, the failures of the HouseCanary's two principal products- the AVM and the Appraisal App-led me to view HouseCanary as a "house of cards" and to conclude that there was a gap between their public-facing statements about these products, and the technical and market reality. 14. During this time, I spoke with other HouseCanary senior managers about the problems that might arise with TSI if HouseCanary failed to deliver products on time. In particular, I recall Chris Zaloumis, the head of Product Development, saying that Jeremy Sicklick had instructed him to make misrepresentations to TSI about the status of the HouseCanary products, and that doing so had caused Chris Zaloumis to "lose sleep" and made him uncomfortable. 15. In early 2016, 1 had accomplished my original task at HouseCanary, that is, securing licensing agreements for AVM, public record, and MLS data sources. At that time, Tom Ciulla then told me that I would then transition into a senior sales roles representing HouseCanary products in the market. However, it was apparent to me (and I discussed this with others) that HouseCanary had no products to sell and that neither the Value Report nor the Appraiser App worked sufficiently at a level to be viable in the marketplace. Further, it also was apparent that these product could not be ready for deployment to clients anytime soon. Accordingly, I began to look for other employment and left the company in March 2016. 16. I understand that Chris Stroud testified that beginning in January 2016, IlouseCanary was providing a "home grown" A VM - in other words, one that did not rely on data output from the Black Knight AVMs - to TSI. At the time I left HouseCanary in March 20 16, l did not believe that HouseCanary had a working, stand-alone HouseCanary AVM (one that did not rely on Black Knight data) or a "home-grown" HouseCanary A VM (one that they developed themselves). 17. During my time at HouseCanary, that is before March 2016, I overheard Jeremy Sicklick on a number of occasions make comments such as: "When Jordan anives," and "When Jordan joins us," and "Jordan will handle that for us when he's here." I understood theses comments to mean that Jeremy Sicklick and Jordan Petkovski had already reached some agreement for Jordan Petkovski to leave TSI and join HouseCanary. 18. After the verdict in this case, Mike Bearden, Head of Human Resources at HouseCanary, contacted me by phone. Bearden said that I might be contacted by people working for TSI
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and told me that I did not have to speak with them. Mike Bearden then asked me whether I would be interested in signing a consulting agreement from HouseCanary. Mike Bearden did not specify the scope of these purported consulting services. I asked Mike Bearden to send me some detail about the proposed arrangement so I could consider the offer. 19. On June 19, 2018, Mike Bearden e-mailed me a draft Consulting Agreement. The Agreement offered me $250 a hour, with no specifically-defined scope of work, nor any minimum or maximum number of hours per month. Even after reading the Agreement, it was still unclear to me what kind of consulting HouseCanary wanted me to provide. 20. After considering the offer, I concluded that the offer was actually an attempt to get me "under contract" to HouseCanary and to prevent me from speaking to anyone at TSI. Several days later, on June 24, 2018, I declined the offer. A true and correct copy of the proposed Consultant Agreement is attached as Exhibit A.
I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
DATED:
ynI/Jc
c:ef!;~ Robert Walker
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EXHIBIT A
INDEPENDENT CONSULTANT AGREEMENT This Agreement is entered into between HouseCanary, Inc. ("Company", as further defined herein), and the party or parties listed below as of the Effective Date specified below. The Agreement among the parties consists of the Principal Agreement below_, the Terms and Conditions attached hereto, and all addenda and change orders executed by the parties hereto after the Effective Date of this Agreement (the Principal Agreement below, together with the Terms and Conditions and any and all addenda and change orders shall collectively be referred to as the "Agreement"). Any terms or conditions appearing on Consultant's purchase order, invoice, acknowledgment or in any other writing received from Consultant which are different from or in addition to the terms and conditions contained herein are null and void and shall have no force or effect whatsoever. PRINCIPAL AGREEMENT Effective Date: 06/ I 9/2018 Company: HouseCanary, [nc. 17806 1H I 0, Suite 300 San Antonio, TX, 78257 Attn: Board of Directors Consultant:
Robert Walker
Project: Amrock/Quicken Loans As set forth in the services description attached hereto as Exh ibit A. Services: As set forth in the services description attached hereto as Exhibit A; an d Such other duties as may be requested by the Company Representative from time to time
Term of Engagement: Commencing on the Effective Date first set forth above and continuing until the Services are completed. Com pany Representative: Any officer or director of the Company, and/or such other person as may be identified from time to time by the Board of Directors of the Company. Materials: As set forth under the Services above and in Exhibit A attached hereto, and all deliverables arising from or as a result of the Services, and as otherwise requested from time to time by the Company Representative. Compensation: Consultant shall be paid on the terms set forth in Exhibit A attached hereto.
l ncorporalion by Reference; Priority: Exhibit J\ attached hereto is incorporated herein by reference. In the event of any conflict between the provisions of this Agreement (including this Principal Agreement and the Terms and Conditions attached hereto) and Exhibit A, this Agreement shall govern.
!SIGNATURES ON THE NEXT PAGEi
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date intending to be bound thereby.
HOUSECANARY, INC. By: _ _ _ _ _ _ _ _ _ _ __ Name:_ _ _ _ _ _ _ _ _ _ __ T itle:._ _ _ _ _ _ _ _ _ _ _ __
CONSULT ANT - PRINT NAME: Robert Walker
(Signature)
(Print Name)
(Title)
(BIN or similar)
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CANARY ANALVTICS, INC. INDEPENDENT CONSULTANT AGREEMENT TERMS AND CONDITIONS
I. The Services HouseCanary, Inc., or one or more of its parent, subsidiary, related or affiliated companies (hereinafter, collectively ¡'Company") hereby engages Consultant to render the services (the ¡'Services") which Company may require from time to time as set forth in the Principal Agreement to which these Terms and Conditions are attached (the Principal Agreement below, together with the Terms and Conditions and any and all addenda and change orders shall collectively be referred to as the "Agreement").
2.
Compensation and Reimbursement
(a) It is expressly understood that should Company for any reason whatsoever fail to make a payment requ ired hereunder, then Company shall not be deemed in default hereunder un less and until following such failure Consultant shall have given written notice demanding such payment and Company shall have failed to make such payment within thirty (30) days of Company's receipt of such notice. If set forth in the Principal Agreement, Company's liability for Consultant's expenses shall not (b) exceed the amount set forth under the caption "Maximum Expenses" on the Principal Agreement, and Company's total liability for fees plus expenses shall not exceed the amount set forth under the caption "Maximum Cost" on the Principal Agreement. (c) Reimbursement of expenses shall be limited to such rights of reimbursement (if any) which are expressly set forth on the Principal Agreement. Unless otherwise provided thereon, no expense shall be reimbursed unless approved in advance by the Company Representative, which shall be in writing with respect to all expenses in excess of $500.00. Company's obligation to rei mburse Consultant's expenses (if any) shall be conditional upon Company's receipt of satisfactory original documentation that Consultant incurred the expenses in connection with performing the Services. Documentation shall be in accordance with Company's travel and expense policies as from time to time in effect. Company shall be entitled to deduct from the compensation (and any other sums) due to Consultant, any sums that Consultant may owe to Company at any time prior to the payment of the invoice. (d) Unless otherwise set forth in the Principal Agreement, Consultant's fee shall include and Consultant shall be responsible for the payment of all national, federal, state and local taxes of any kind which are attributable to the compensation it receives, including, without limitation any Value Added Tax or any national insurance, pension, income tax or any other form of taxation or social securil)' costs if applicable, wh ich may be payable in respect of the Services.
3.
Confidential Relationship
(a) "Confidential Information" means all information of any kind, type or nature (written, stored on magnetic or other media or oral) which is provided to Consultant by Company or its agents or atliliates at any time during the engagement of Consultant by Company or has been compiled, prepared, devised, developed, designed, discovered or otherwise learned of by Consultant to the extent that such information relates to Company. business partners and affiliates of Company or any of their respective affiliated entities including, without limitation, all of Company's and Company's clients' and affiliates' contracts. customer information, financial information. trade secrets, valuation models, data dictionary, data sources, data compilations, similarity score, complexity score, formu las, methods, techniques. processes, confidential trade knowledge and computer programs (including source code, arch itecture, documentation and object code) and information. (b) Consultant shall not, at any time from and after the Effective Date hereof and throughout perpetuity, directly or indirectly, disclose, reveal or pem1it access to all or any portion of the Confidential Information, or any tangible expressions or embodiments thereof (including any facilities, apparatus or equipment which embody or employ all or any portion of the Confidential Information), to any Person without the written consent of Company, except to Persons designated or employed by Company.
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(c) Without the prior written consent of Company, Consultant shall not, directly or indirectly, use or exploit the Confidential Information at any time from and after the Effective Date hereof and throughout perpetuity for any purpose other than in connection with Consultant's engagement duties and obligations to Company, and any gain or profit of any kind or nature obtained or derived by Consultant or to which Consultant may become entitled, directly or indirectly, at any time as a result of the disclosure of use of all or any part of the Confidential Information in violation of the provisions of this Agreement, shall be held in trust by Consultant for the express benefit of Company and shall be remitted thereby to Company on demand. (d) Consultant acknowledges and agrees that the Confidential Information may not be used for any purpose unless authorized by the Company. (e) The scope of Consultant's work and services for Company may from time-to-time require that Consultant communicate wi th legal counsel for Company, as well as counsel for affiliated companies. All such communications take place within the scope of the attorney-client privilege between Company and its counsel. Accordingly, all communications (including written and verbal communications) between Consultant, on the one hand, and counsel for the above-identified entities, on the other hand, should be maintained as privileged and confidential. Consultant agrees not to disclose any such communications outside Company without the consent of Company. Additionally, if anyone other than Company asks Consultant to disclose any such communications, or to provide documents reflecting such communications, Consultant agrees to immediately inform Company. (f) In the event that Consultant is required by legal process to disclose any Confidential Information, Consultant shall give prompt written notice so that Company may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, Consultant shall disclose only that portion of the Confidential Information that its counsel advises that it is legally required to disclose.
(g) In the event of any conflict between the provisions of any non-disclosure agreement, entered into between Consultant and Company, and the provisions of th is Agreement, the provisions of this Agreement shall govern. (h) Unless previously approved in writing by the Company, Consultant agrees that neither Consultant nor its affiliates or representatives shall d isclose to any person or entity who is not authorized to receive the Confidential Information either the fact that this Agreement exists, or the fact that the Services were provided hereunder or generally. 4. Propricuuy Rights T he resu lts and proceeds of Consultant's Services hereunder, together with all ideas, preliminary work, drafts, revisions, versions, polishing and refinements, and all trade secrets, copyrights, trademarks, patents and other intellectual property therein, and all other tangible expressions thereof of whatever ki nd or nature, including without limitation, algorithms, valuation models, data compilations, similarity scores, complexity scores, software, computer programs and the like (hereinafter collectively referred to as the "Work") shall be deemed a work-made-for hire specially ordered or commissioned by Company. Company shall be deemed the author of the Work and shall own all right, title, and interest throughout the universe in perpetuity in and to said Work, including, without limitation, in and to the trade secrets, copyrights, patents, trademarks and other intellectual property therein and all renewals or extensions thereof, and shall have the right to use, adapt and change said Work and to prepare derivative works therefrom. Should the Work or any part thereof ever be deemed not a work made for hire, Consultant hereby assigns to Company in perpetuity throughout the universe, all right, title and interest in and to the Work and all components thereof whether heretofore or hereafter created, including, wi thout limitation, in and to all trade secrets, copyrights, patents, trademarks and other intellectual property therein and all renewals and extensions thereof~ and all rights under worldwide copyright or trademark laws or treaties. Consultant waives a ll rights of ¡'droit moral" or "moral rights of authors or creators" and/or any similar rights or principles of law which the Consultant may now or hereafter have in the Work. Company shall have exclusive access in perpetuity to any materials derived from the Services performed hereunder. All employees and subcontractors of Consultant performing Services hereunder (if any) shall assign to Company the same rights to their results and proceeds as are set forth in this Section. Company is not obligated to use the Services of Consultant or to use the results or proceeds of Consultant's Services in any manner whatsoever. Consultant agrees to assist and cooperate with Company. and to
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execute all appropriate documents. to perfect Company's rights in the Work. Consultant further agrees to acquire from Consultant's associates, employees, subcontractors or agents such assignments, rights and covenants as to assure that Company shall receive the rights provided for in this Section, it being understood that Company may desire to copyright, patent and/or market, in whole or in pa1t or in conjunction with other info1mation, the product of this Agreement. Consultant shall keep the Work in confidence and shall use the Work only for the purposes of this Agreement and for no other purpose, except upon written permission from Company. 5. Term Unless otherwise expressly set forth on the Principal Agreement, the term of Consultant's engagement shall commence on the Effective Date of this Agreement and shall continue until completion of all of the Services to be rendered by Consultant which Company may require. Either pa1ty may in its sole discretion terminate this Agreement in whole or in part at any time and for any reason upon ten ( I 0) days' prior written notice to the other party. The rights of Company under this clause are without prejudice to any other rights that it might have at law to terminate the engagement of Consultant hereunder or to accept any breach of this Agreement on the part of Consultant as having brought the Agreement to an end. Any delay by Company in exercising its rights to terminate shall not constitute a waiver thereof. In the event of termination or upon expiration of th is Agreement, Consultant shall return to (or otherwise furnish to) Company any and all equipment, documents, or materials (including, without limitation, the Materials), and all copies made thereof which Consultant received from Company, and/or which Consultant designed or developed, for the purposes of this Agreement and the Services provided hereunder, provided. lf Company elects to tenninate this Agreement for any reason other than Consultant's default, breach or for "cause", or if Consultant terminates this Agreement for any reason, Company shall pay to Consultant any and all sums which are due and payable up to the date of termination, if any, and shall reimburse Consultant for expenses incurred in accordance with the terms and conditions of this Agreement through the date of such termination. Company shall have no other obligation hereunder from and after the date of termination. Termination for any reason shall not affect the rights granted to Company by Consultant hereunder. 6. Consultant's Warranties. Consultant represents and warrants that it is free to enter into th is Agreement, that its execution and delivery of, and its performance under, this Agreement will not conflict with or otherwise violate or breach any terms, conditions or provisions of any other agreement to which Consultant may be a party, and that Consultant will not do or permit any act which will interfere with or derogate from the full perfo1mance of Consultant' s Services or the exercise of Company 's rights granted herein. Consultant further represents that with respect to any Materials supplied by Consultant hereunder, such Materials shall be Consultant's (or Consultant's employees' or agents') original creation (except for material in the public domain and/or material furnished by or included at Company's direction); such Materials do not and will not defame, infringe upon, or violate the rights of any kind, including any copyright, patent, trademark, trade secret or right or privacy, of any person; and such Materials are not the subject of any litigation or claim that might give rights to litigation. Consultant fu1ther represents and warrants that (i) material furnished will be new, merchantable, free from defects in design, material and workmanship and will conform to and perform in accordance with all specifications (including all specifications, if any, attached hereto) drawings and samples; (ii) no Materials or software provided to Company hereunder will contain any computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously access, intercept or expropriate any system, data or personal infom,ation, or contain any viruses, Trojan horses, worms, time bombs, back-doors, cancelbots or other malicious or unauthorized components; and (iii) all Services will be performed in a first class, professional manner. Consu ltant represents and warrants that if Consultant is a corporation, firm or other entity, (a) Consultant is in good standing under the laws of the jurisdiction of its formation and is qualified to do business in the jurisdiction(s) in which the Services are to be provided; (b) Consultant has a written contract with the person or persons performing the Services on behalf of Consultant entitling Consultant to furnish such person's or persons' services pursuant to the provisions hereof, (c) Consultant is not now and will not during the full term hereof be in breach of or in default under said contract with such person or persons, and (d) Consultant will fully discharge all of its obligations to the person or persons performing the Services. Further, if Consultant is a corporation, firm or other entity and if Consultant or its successors should be dissolved or should o therwise cease to exist, or for any reason should fail, refuse, or neglect to perform, observe or comply with the terms, covenants, and conditions of this Agreement the person or persons who are to perform the Services hereunder shall at Company's election be deemed to be engaged directly by Company for the balance of the term of Consultant's engagement hereunder upon the terms, covenants and conditions set forth herein. If any material part of the Services is dependent upon work done by Company's employees or other consultants, Consultant shall inspect and promptly report to the Company Representative any unreasonable and
6
unanticipated defect or delay that materiall y delays or prevents Consultant's proper perfonnance and the reason that such defect or delay is preventing the proper performance of the Services; and Consultant shall be excused from performance o f the applicable Services during the period in which Consultant is prevented by the deferral condition from performing the Services. Consultant's silence shall constitute approval of such other work as timely, tit, proper and suitable for Consultant's performance of the Services. Consultant further shall : (A) perfo1m the Services with all due care, skill and abil ity diligently and expeditiously in accordance with this Agreement and in a proper and efficient manner; (B) comply with all the rules and regulations for the time being in force at such places at which Consultant may be required to render the Services includi ng health and safety rules and procedures from time to time in force and report to Company any unsafe working conditions or practices; (C) keep Company fully and promptly info1med of all matters and projects being undertaken by Consultant pursuant to this Agreement and promptly give to the Company Representative all such information and reports as it may reasonably require in connection with any matters relating to the provision of the Services and/or connected with the business of Company and involving Consultant; and (D) not without prior consent of the Company Representative, commit Company to any legally binding agreement or incur any expenditure in the name of or for the account of Company or hold Consultant out as being able so to commit Company without the prior consent of the Company Representative or hold Consultant out as an employee or an officer of Company. 7. Third Party Matters. Should Consultant be., as of the Effective Date or at anytime thereafter, engaged as an employee or independent contractor by any third party employer or other third party (each, a "Third Party''). Consultant frnther represents, warrants and covenants that: (a) Consultant is not, and will not be at any time in the future, subject to any agreement with or obligation to any such Third Party that is inconsistent with Consultant's obligations to Company hereu nder (or with Company's corresponding righl'> hereunder) or that would prohibit Consultant from accepti ng this Agreement or interfere with Consultant's ability to perform the Services hereunder; (b) the Services performed hereu nder wil l be conducted entirely on Consultant's own time and at Consultant's own premises, and without the use of any Third Party's equipment, supplies. facilities or confidential, proprietary or trade secret information; (c) the Serv ices performed hereunder will not relate at the time of conception or reduction to practice to any such T hird Party's business, or actual or demonstrably anticipated research or development; and (d) the Services performed hereunder will not result from any work performed by Consultant for any such Third Party. 8. Independent Contracto r; Damages: Third Party Agreements: Taxes. Consultant is and shall be deemed to be an independent contractor of Company and nothing contained herein shall be deemed to constitute a partnersh ip between or a joint venture by the parties hereto, or constitute either party the employee, partner or agent of the other and Consultant shall not hold himself out as such. Company shall not be responsible for any damage to or loss of any equipment belonging to Consultant which may occur in the course of the performance of the Services. Consultant acknowledges that nothing in this Agreement gives Consultant the right to bind or commit Company to any agreements with any th ird parties. Except for the parties contemplated by the defined term "Company" hereunder, this Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. Consultant warrants and represents that Consultant is sole ly liable for and shall pay all appl icable taxes on all amounts earned pursuant to this Agreement. Consultant farther agrees to indemnify, defend (with counsel acceptable to Company) and hold harmless Company, and its licensees, employees, agents, successors and assigns from and against any and all liability (including attomeys' fees) 7
which it or they may incur regarding the payment of taxes for Consultant's Services. Consultant will further indemnify Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by Company in connection with or in consequence of any such liability, deduction. contribution, assessment or claim. Consultant will further indemnify and hold Company, its licensees, associates, employees, agents, successors and assigns from and against any and all claims, actions. losses. damages and expenses (including attorneys' fees) arising out of or caused by: (a) a breach or threatened breach of any of Consultant's representations, warranties, undertakings or agreements hereunder or any misrepresentation on the part of Consultant; (b) any liability incl uding any award, loss, fine, compensation, damages, order, settlement pay, costs (including legal/attorney's fees) and expenses arising out of or in con nection with any claim by Consultant arising out of the provision of the Services or as a consequence of or in relation to any employment-related claim or any claim based on worker status brought by the Consultant arising out of or in connection with the provision of the services or the provisions of this Agreement. 9. Consultant's Employees Or Obligations. If Consultant is a corporation, fom or other entity, Consultant shall discharge all obligations of an employer to its employees providing Services hereunder including, but not limited to, the payment to its employees of not less than minimum compensation under any applicable law, guild or union agreement, the payment of pension, health and welfare contributions required under any applicable guild or union agreement, the withholding and reporting of contributions, insurance deductions and appl icable taxes required by law, including payroll taxes and unemployment insurance and providing workers compensation insurance.
10. Use Of Name; Trademarks. Consultant shall have no right to use Company's names, trademarks, trade names, or logos other than as required in connection with the performance of the Services without the prior express written consent of Company. Consultant is not and in no way shall hold itself out as an agent or employee of Company. 11. Tools and Equi pment. Unless otherwise specifically provided in this Agreement, Consultant shall provide all labor, tools, software, computer hardware and equipment (the ''tools") for performance of this Agreement. Should Consultant actually use any tools owned or rented by Company or its customers or affiliates, Consultant acknowledges that Consultant accepts the tools as is, where is, that neither Company, its customers or its affiliates has responsibility for the condition or state of repair of the tools and that Consultant shall have risk of loss and damage to such tools. Consultant agrees not to remove the tools from Company's or its customers¡ or affiliates' premises and to return the tools to Company or its customer or affiliate upon completion of use, or at such earlier time as Company may request, in the same condition as when received by Consultant, reasonable wear and tear excepted. Consultant further acknowledges and agrees that as between Consultant and the Company, Consultant shall have no personal rights in, and no expectation of privacy in, the tools and systems (including email and other electronic communication systems) used by Consultant in connection with the Services or any data or information thereon or contained therein, including, without limitation, with respect to files, text or electronic communications, all of which are subject to inspection by the Company.
12. Work Done Bv O_thers. If any part of the Services is dependent upon work done by others, Consultant shall inspect and promptly report lo the Company Representative any defect that renders such other work unsuitable for Consultant's proper performance. Consultant's silence shall constitute approval of such other work as fit, proper and suitable for Consultant's performance of the Services. 13. Notices. All notices and billings shall be in writing and sent to the addresses of the parties set fo11h on the Principal Agreement. 14.
General
(a) Injunc tive Relief. Consultant agrees that in the event of any breach by Consultant of any of the covenants and agreements set forth in this Agreement, including, without limitation, the covenants and agreements set forth in Sections 3, 4, IO and I I hereof, Company would encounter extreme difliculty in attempting to prove the actual amount of damages suffered by it as a result of such breach and would not have adequate remedy at law in such event. Consultant therefore agrees that, in addition to any other remedy available at Jaw or in equity, in the event of such breach, Company shall be entitled to seek and receive specific performance and temporary,
8
preliminary and permanent injunctive relief from violation of any of said covenants and agreements from any court of competent jurisdiction w ithout necessity of proving the amount of any actual damage to Company resulting from such breach. Auornevs' Fees. The prevai ling party in any litigation instituted under this Agreement shall, in (b) addition to other remedies, be entitled to be reimbursed by the other party for all expenses of such litigation, including reasonable attorneys' fees. (c) Notification of Subsequent Employer or Client. Company may, without notifying Consultant, notify any subsequent employer or Client of Consultant of the rights and obligations of Consultant under this Agreement. (d) Inspection of Property. Consultant acknowledges and agrees that any property situated on Company's premises, including disks and other storage media, filing cabinets or other work areas, or which is used by Consultant in connection with the Services, is subject to inspection by Company personnel at any time without notice. Time is of the Essence. Time is of the essence in the performance by Consultant of each of (e) Consultant's obligations under this Agreement. (I) General. This Agreement contemplates the performance of professional servi ces by Consultant and may not be delegated or assigned by Consultant in any manner. This Agreement shall be construed in accordance with the laws of Texas, without giving effect to any conflicts of law principles. The patties shall attempt to resolve any differences, disputes or controversies which may arise between them amicably; however, it is specifically understood and agreed that, subject to the provisions of Section I S(a), any dispute, conflict or controversy arising from or in connection with this Agreement shall be settled by final and binding arbitration to be entrusted to and administered by JAMS upon request of any of the parties in accordance with the JAMS Comprehensive Arbitration Rules & Procedures in effect at the time of the arbitration request (the ¡'Rules"). The arbitration shall be conducted by an arbitration panel comprised of one (I) arbitrator appointed in accordance with the Rules, who shall be qualified to practice law in the United States of America. The arbitration shall take place in San Antonio, Texas, and it shall be conducted in English. The benefits hereunder with respect to the rights of Company may be assigned by Company. If any provision of this Agreement is or becomes or is deemed invalid, illegal or unenforceable in any jurisdiction such provision shall be deemed amended to conform to the applicable laws of such jurisdiction so as to be valid and enforceable or, if it cannot be so amended without materially altering the intention of the parties, it will be stricken, but the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the remainder of this Agreement shall remain in full force and effect. Waiver by either of the parties of any breach of any provision of th is Agreement shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereof. The obligations of Consultant hereunder shall survive the termination of this Agreement regardless of the reason or cause for such termination. Consultant shall execute such documents and do such other acts and deeds as may be reasonably requ ired by Company or its assignees or licensees to further evidence or effectuate Company's rights hereunder. This instrument contains the entire agreement of the parties with respect to the subject matter hereto and into w hich all prior agreements and negotiations are merged.
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EXHIBIT A CONSULTANT- SERVICE DESCRIPTION During the course of consulting engagement with HouseCanary, the primary areas of responsibility will be: I. Providing assistance to HouseCanary, Inc., as requested by HouseCanary, Inc. from time to time. in connection with the lawsuit between HouseCanary, Inc. and Title Source, Inc. ("TSI''), currently styled Title Source, Inc. v. HouseCanary, Inc. in the District Court of Bexar County, Texas and (collectively, the "Lawsuit") and the case HouseCanary v. Quicken Loans in the federal district court in the Western District ofTexas,Case 5: 18-cv-00519 any other action filed by TS! against HouseCanary, Inc. or any of its affiliates, any other action between the parties and/or their respective affiliates.
Consulting pay rate is $250/hr, and is not eligible for overtime. Every month Consultant should share hours worked with HouseCanary (Mike Bearden mbearden@housecanary.com) for review/payment.
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EXHIBIT 3
CAUSc NO. 2016-Cl-06300
TITLE SOURCE. INC.,
IN THE DISTRICT COURT OF
Plaintiff l'.
BEXAR COUNTY, fEXAS
HOUSECANARY, INC .â&#x20AC;˘ f/k/a CANARY ANALYTJCS, INC.,
73RD
JUDIC(AL DISfRICT
Defendan1.
DECLARATION OF DANIEL MAJEWSKI [, Daniel Majewski, hereby declare as follows:
I. I am over 21-years ofage and havt personal knowledge of the facts set forth below. If called to testify to the matters set forth in this declaration. I could do so competently. 2. I have a BS in accounting from the University of Detroit (1985) and a MBA in Finance trom the University of Dcmoit ( 1986 ). The University of Detroit is now known as the University of Detroit-Mercy. 3. I have worked in the mortgage I financial industry for more than twenty-five years. 4. 1 worked at Quicken Loans. or its predecessors. from t 992 throue), 2013 in a variety of roles. includillj: Senior Director of Business Dcvelopmen1.., Region.al Vice President, Vice President ofHmnan Resources, and Vice Prei.ident of Recruiting. 5. After leaving Quicken Loans. I worh>d as enior Vice President of Business Oevdopment at BoostUp, a stan-up thac was pan of the Quicken Loans family of companies.
6. From early 2015 to approximately March 2016, l worked at HouseCanary. Inc. as Vice President of Business Development. 7. After leaving HouseCanary, I worked as Director of Strategic Initiatives at Simplifile in Provo. Utah . In December 2016, I tran~itioncd to Hall Financial as its President, located in Troy, Michigan.
8. J have a brother. David Majewski. who worked at Title Source. Inc. ('·TSI") from approximately 2007 throuah sometime in 2016. TSI is now known as Amrock. 9. I first learned of Houst:Canary in or around Septemher 2014, near the end of my tenure at
BoostUp. At the time. [ was couccmcd about the financial pcrformance of BoostUp and therefore began networking to look for another job. My brother, David, mentioned HouseCanary to me and suggested that I speak with Jordan Petkovski, the Chief Appraiser for TSJ, who was at that time ,,orking closely with HouseCanary CEO Jeremy Sicklick and his team at HouseCanary.
10. In approximately September 2014, l met with Pctkovski and my brother, David. at my house in Troy, Michigan to learn more about HouseCanary. Petkovski told me that HouscCanary was a California•bascd data and analytics company with venture capital funding. He further told me that HouseCanary was looking to develop new products for the real estale sector. I J. During that meeting. Petkovski explained that HouscCanary was d~weloping a mobile software application ("'app'') that would be designed to help appraisers complete an appraisal on an iPad in the field . Pctkovski said that he had provided HouseCanary with the concept for this app. 111c software app Pctkovski rcfcrrcd to later became known as the HouseCanary
Appraiser App. 12. Following this discussion, Petkovsld introduc.:!d me to Sicklick. I had an introductory phone conversation with Sicklick and later traveled to 1he HouseCanary' s offices in San Francisco to be interviewed by Sicklick. Brent West. and others. 13. Before acceptfog a job at HouscCanary, I learned that TSI intended to have its apprnisen use the HouseCMary Appraiser App. I concluded lhat HouseCannry's relationship with TSl
would provide HouseCanru) with a revenue stream and strong market validation. 14. HouseCanary offered me a job as Vice Presid~nt of Business Dt:velopment. I 3C(.'epled and st.arLcd working at HouscCanary in early 2015. which I recall coincided approximately with the time that Title Source and HouseCanary signed an agreement. IS. At some point before I joined HouscCanruy, Petkov:,ki told me 1ha1 he was havin~ discussions with Sicklick about possibly going to work at HouseCanary in the future and receiving an ownership inte~st in ihe company. After I joined HouseCanary, on mo~ than one occasion I heard Sicl<lick refer to Pctkovsk.i joining HouseCanary by saying things like. "When Jordan gels here ... •• l 6. My brother David told me Lhal he also had discussed with Sicklick lhe prospect of going to work at HouseCnnnry. 17. One ofmy roles as Vice President of Business Development at HouseC'anary wa!-. to marker the Appm.iscr App to potential customers in tltc industry. When I joined Hou.scCanuT), Sickliclc told me that the Appraiser App would be fully-functional and ready to roll out by
August 2015.
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18. Shortly after I joined HouseCanar}. the HouseCanary team showed me a demo version of the Appraiser App. l also was present on calls ,.,~th potential c~1omcrs during which Sick)ick would demo a protot~ of Appraiser App and promote the product to potential customers. 19. By Summer 201 S, it became apparent to me that the Appraiser App would not be ready within the timcframe Sicklick had mentioned to me and others. While I was not privy to the dAy-to-doy activities of the App.raiser App's development team, I became aware from my discussions with otheTS at HouscCanary that there were two significant challenges with the App at that time: (a) the core features of the App were eith1:r not fully functional or not yet built; and (b) HouseCanary did not rui,â&#x20AC;˘e the data necessary to power the App's analytics, in particular the real-time, nationwide MLS data necessary to gene,ate accurate sales comps. 20. It was my understanding that HouscCanary needed to acquire detailed MLS data for all m&rkels in the country for the Appraiser App to function as int~nded. To my knowledge, HouseCanary did not have that data. I also understood that the: data would be expensive and
difficuh to obtain. 21. On more than one occasion. I heard Sicldick make certain representations to potential customers that could lead them to conclude that HouseCanary already had ae<=ess to this data. In my time at Hous1:Camuy, I understood th.at HouscCanary never obtained detailed, nationwide MLS data. 22. When l joined HouseCanary, it was my undersumding that Petkovski was working with HouseCanary to provide TSl's bulk historical data to HouseCanary, free of charge. I believed that this data potentially included tens of thousands of completed, historic appraisals. On more tJ1an one occasion. I heard Sicktick speak of HouseCanary building a ..data moat" and I understood that TSrs historic appraiso.l data represented a valuable and imporlant part of that ..data moat"
23. The issues created by the dam that HouscCanary possessed became apparent during the field tests of the Appraiser App that were carried out in Phoenix, Arizona in late Swnmer and Fall 2015. Steve O'Brien was TSl's Subject Matter Expen leading the testing. HouscCanary's Subj~t Matter Expert. Anthony Roveda. also was part of the testing process. As I understood it, during the testing the Appraiser App failed to identify and rate comparable sales with the degree of accuracy required for it 10 be used in an acrual appraisal setting. I was told that the poor test results were because of both inndequatc data and problems with the analytics, including the regression analysis used to make adjustments to comps. 24. In Summer and Fall 201S. I spoke v.~th others at HouseCanary and understood that HouseCanary was also experiencing problems with the functionality of the Appraiser App and that the Appraiser App was missing key features necessary to complete an actual
appraisal. 25. ln approximately September 2015, Tom ChiJla, the Head of Sales for HouseCanary, informed me tJ,at the rollout of the Appraiser App was delayed again and that the Appr-.iiser
3
App would not be ready until the Spnng 2016. Later that Fall, I \'>'as told that the timctine for rolling out the Appraiser App had been pushed back again, to Summer 2016. 26. On more than one ocCll.Sion beginning in c.,arly fall 2015, l shared with Petkovski the fact that
the timeline for rolling out the Appraiser App had bt:en pushed back from the original
expectations to Spring 2016 at first and then later to Summer 2016. Petkovski never gave me: a reason to believe that he did not understand either the new. delayed rolloul schedule or the reasons for it. 27. Given that the Appraiser App was not read). in fall 2015 Tom Ciulla im11ructed me and others at HouseCanary to shift our focus away from selling the Appraisal App and instead to begin trying to selJ HouseCanary's Value Report. 28. The Value Report was a report generated from an Automated Valuation Model (AVM) that HouseCunary mw-k~t~<l as having 1mtionwidc coverqe bas~<l on indui,tr)-leadini duta iUld analytics. At the time. I was aware that HouseCanary had licensed two A VMs from a dataanalytics company called BlackKnight and that HouseCanary was using BlackKnigh(s AVMs as the engine for its valuation products. J also was told that HouseCai:u1ry' s cofounder, Chris Stroud, was trying to develop a separate, home-grown HouseCanary AVM. I was told thnt the AVM I wns given to sell was the one that was Stroud was trying to develop. 29. Before introducins what I understood to be Ilous Canar) ¡s home-grown AVM to clients. I wanred to evaluate its accuracy. I tested that AVM on properties l knew firsthand, including my house, my brother's house. my parents' house. In my opinion. based on my personal knowledge of these properties and their value, the results from that AVM were not accurate. 30. l also heard that in late FalJ 201 S, HouscCanllf) sent the HouseCanary AVM that Chris Stroud had been trying to develop for testing with a company called Platinum Data Anolyti~s. I heard lhllt this ie,ting i-howcd the Stroud-developed AVM was not accurate. I discussed the AVM's accuracy problems with Tom Ciulla, who instructed me that Sicklick still wantl!d us to continue to push the product out to market 31. At that time, I also discussed the la.ck of accuracy of the HouseCanary A VM with my brother and made him aware of the product's poor results. 32. In my opinion. by the time I left HouscCnnnry. HouscCanary did nol have a homeâ&#x20AC;˘grown AVM that was ready for use in the market.
~=::
33. Similarly, in my opinion, by the time I left HouscCa118T}, HouseCanary did not have an Appraiser App that worked a.-. intended or that was rct1dy for use in Lhe market. ~nalty of perjury under the laws of the State oaf Michii\an that 'i!regoing is 1
DATED:
~ /7, Jo/&'
1>6-.
!?-
Daniel Majewski
4