People v. Sweepsteaks Ltd.

(Spring Street Courthouse: Dept. 11) August 18, 2026 DEPARTMENT 11 LAW AND MOTION RULINGS

(25STCV25304) Tentative Ruling Re: Motion to Quash Date: 8/18/26 Time: 11:00 am Moving Party: Hacksaw AB, Hacksaw Gaming Ltd. ("Hacksaw Gaming"), HGMT Ltd. ("HGMT"), and HGIM Ltd. ("HGIM") (collectively "Hacksaw Defendants") Opposing Party: The People of the State of California ("People" or "Plaintiff") Department: 11 Judge: Bruce G. Iwasaki ________________________________________________________________________

The motion to quash for lack of personal jurisdiction is granted as to Defendants Hacksaw AB, Hacksaw Gaming, and HGMT. As to Defendant HGIM, the matter is deferred to permit jurisdictional discovery regarding its contractual relationship with Sweepsteaks Ltd. BACKGROUND The operative complaint ("FAC") alleges that numerous companies, including the Hacksaw Defendants, play a role in operating a gambling website called Stake.us. (See Opposition, p. 7.) Plaintiff claims the website is "highly addictive" and unlawful. (Ibid.; see also FAC, P.P. 285-302.) "Hacksaw AB is a public company incorporated in Sweden, with its principal place of business in Sweden." (Kallberg Decl., P. 2.) "Hacksaw Gaming Ltd. is a holding company incorporated in Malta, with its principal place of business in Malta." (Id. at P. 3.)

Likewise, "HGMT Ltd. is a company incorporated in Malta, with its principal place of business in Malta." (Id. at P. 4.) "HGIM Ltd. is a company incorporated in the Isle of Man, with its principal place of business in the Isle of Man." (Id. at P. 5.) The Hacksaw Defendants' corporate representative declares that the Hacksaw Defendants "have never had any offices, operations, or presence of any kind in California." (Id. at P. 10 [further declaring that "[t]he Hacksaw Defendants have never had any employee residing in California and have never owned property of any kind in California"].)

Here, the Hacksaw Defendants move to quash for lack

of personal jurisdiction. APPLICABLE LAW There are "two types of personal jurisdiction[,]" general and specific. (Bristol-Myers Squibb Co. v. Superior Court of California, San Francisco County (2017) 582 U.S. 255, 262.) Plaintiff relies on specific jurisdiction. "When determining whether specific jurisdiction exists, courts consider the 'relationship among the defendant, the forum, and the litigation.'" (Halyard Health, Inc. v. Kimberly-Clark Corp. (2019) 43 Cal.App.5 th 1062, 1070 (" Halyard Health ").) "[C]ourts focus on the nature and quality (not the quantity) of defendant's activity in the forum state." (Weil & Brown, Cal.

Practice Guide: Civ. Procedure Before Trial (The Rutter Group June 2023 Update) P. 3:240.) "[S]ingle or occasional acts of the corporate agent" can suffice if the lawsuit relates to the "in-state activity." (Daimler AG v. Bauman (2014) 571 U.S. 117, 127; see also Weil & Brown, supra, at P. 3:240.1 ["Provided a 'substantial connection' with the forum is created thereby, even a single act may support specific personal jurisdiction over a nonresident."].) To exercise specific jurisdiction, a court must find purposeful availment (the defendant made purposeful contacts with the forum), relatedness (the litigation arises from or relates to the defendant's forum contacts), and reasonableness (the forum's "assertion" of specific jurisdiction "comport[s] with 'fair play and substantial justice'"). (Halyard Health, supra, 43 Cal.App.4 th at 1070.)

The plaintiff bears the burden to establish specific jurisdiction. (See Vons Companies, Inc. v. Seabest Foods, Inc. (1996) 14 Cal.4 th 434, 449.) DISCUSSION Purposeful Availment The Hacksaw Defendants The Hacksaw Defendants contend Plaintiff "cannot establish jurisdiction through collective allegations or theories of alter ego or agency." (Motion, p. 6, bolding and underlining deleted; see also id. at pp. 7-9 [claiming "[o]ne defendant's acts 'cannot be imputed to [another] to establish jurisdiction[,]" discussing Farina v.

SAVWCL III, LLC (2020) 50 Cal. App. 5th 286 for the proposition that group allegations do not suffice, and arguing that FAC fails to allege alter-ego or agency liability].) The Hacksaw Defendants also argue that Plaintiff's Defendant-by-Defendant showing is inadequate: * Hacksaw AB - the Hacksaw Defendants claim "Hacksaw AB is a Swedish public company that does not engage in customer-facing

activities, does not contract with clients, and has no contractual relationship with any Stake Defendant." (Id. at p. 13 ["The City Attorney's only specific allegations regarding Hacksaw AB concern an investment prospectus issued for a Swedish public offering. FAC P. 217. The City Attorney alleges this prospectus 'confirms that the Hacksaw Defendants take a cut from wagers made on any casino game offered through the OpenRGS system' and demonstrates 'actual knowledge that Stake.us operates an unregulated casino based on a sweepstakes model.'

FAC P.P. 219-20. Neither allegation suggests that California courts can exercise jurisdiction over the company. Hacksaw AB's indirect receipt of licensing revenue (via dividends from subsidiaries) is irrelevant: a software licensor is not subject to jurisdiction in every forum its licensees happen to do business."]; see also id. at p. 14 ["The Hacksaw AB prospectus does not help the City Attorney. It shows that Hacksaw AB is 'a Swedish public limited liability company' with its 'governance headquarters' in Sweden, 'operational headquarters . . . in Malta,' and employees located in Sweden, Malta, Romania, the UK, and the Isle of Man.'

Prospectus at 50-51, 79, 92. Not California. Most critically, the prospectus confirms that Hacksaw operates as a business-to-business supplier that 'does not conduct its own gaming activities.' Prospectus at F-14. This means Hacksaw's external customers are gaming operators and aggregators, and it is those operator customers that 'distribute the games to end users and are responsible for marketing the products and all customer contact with end users.' Id.; see also id. at 46. Hacksaw AB 'can neither directly nor fully control that its customers, i.e., the operators, are marketing and offering the games to players in compliance with the laws and regulations applicable to their operations.'

Id. at 7, 14."].) * Hacksaw Gaming - the Hacksaw Defendants maintain that Hacksaw Gaming (1) "does not engage in customer-facing activities[,]" (2) does not contract with clients[,]" (3) "is not a party to the HGIM-Sweepsteaks Agreement[,]" (4) "has no contractual relationship with any Stake Defendant[,]" and (5) does not "market[] . . . Hacksaw-brand casino games to casinos[.]" (Id. at p. 12; see also id. at p. 13 ["Even if Hacksaw Gaming Ltd. marketed games (it doesn't), the FAC still contains no allegation suggesting Hacksaw Gaming Ltd. directed any conduct at California.

The FAC does not allege that Hacksaw Gaming Ltd. marketed to California residents, targeted California customers, or had any awareness that products bearing the Hacksaw Gaming brand would reach California users. Nor does the FAC allege where any purported marketing occurred or whether California was contemplated as a destination. For all the FAC reveals, any marketing activity could have occurred entirely outside California, through foreign servers, pursuant to contracts negotiated and performed abroad.

Such out-of-forum conduct--even if its effects are ultimately felt in California--does not establish jurisdiction."], emphasis in original.) * HGMT - the Hacksaw Defendants assert that HGMT (1) "is a game distributor with no contracts with any U.S. clients[,]" (2) has "no contractual relationship with any Stake Defendant[,]" (3) "is not a party to the HGIM-Sweepsteaks Agreement[.]" (Id. at p. 11; see also id. at p. 12 ["The City Attorney alleges that "HGMT Ltd. is a game developer that creates, manages, and/or repairs the casino

games" and that games developed by HGMT Ltd. are "offered to Californians through Stake.us." FAC P.P. 53-54. As with HGIM Ltd., these allegations undermine rather than support jurisdiction. They confirm that HGMT Ltd.'s role is confined to distribution-- though not directly to Stake.us--and thus that multiple independent actors stand between HGMT Ltd. and any California user. That games licensed by HGMT Ltd. may eventually become accessible to California users through a chain of independent activities is exactly the type of attenuated, downstream connection that cannot establish purposeful availment. . . . [P.]

Nor can HGMT Ltd.'s role as a distributor, standing alone, constitute purposeful availment. The FAC contains no allegation that HGMT Ltd. marketed to California, negotiated with California entities, or engaged in any conduct directed at this forum. The City Attorney does not even particularly allege that HGMT Ltd. had knowledge that its games would reach California users--a necessary, though not sufficient, condition for jurisdiction."].) * HGIM - the Hacksaw Defendants concede that HGIM has a contractual relationship with a Stake Defendant but insist that "is not enough for personal jurisdiction[.]" (Id. at p. 10.)

They contend the agreement (1) "is between an Isle of Man company with no offices in California (HGIM Ltd.) and a Cypriot company with no offices in California (Sweepsteaks Ltd.)[,]" (2) "is subject to Isle of Man law and designates Isle of Man courts as the exclusive forum for disputes[,]" (3) "leaves the choice of where to offer games entirely to Sweepsteaks Ltd.[,]" (4) does not target users in any specific geographic location[,]" and (5) places the onus on Sweepsteaks Ltd. to "restrict[] access to games in jurisdictions where they would be unlawful and [to] comply[] with applicable laws." (Ibid.; see also id. at p. 11 ["HGIM Ltd.'s failure to block California-based users (prior to the enactment of Assembly Bill 831) from playing its games [does not] alter the analysis.

The City Attorney returns to this theme repeatedly. FAC P.P. 54, 216, 222. As a threshold matter, these allegations ignore that the HGIM-Sweepsteaks Agreement allocated to Stake.us the responsibility for navigating the complex multijurisdictional regulatory landscape and ensuring it offered games only where lawful to do so. See supra 10-11. In any event, failure to restrict Californians' access does not establish purposeful availment. ParaFi Digital Opportunities LP v. Egorov, 108 Cal. App. 5th 124 (2025).

In ParaFi, California investors sought to establish jurisdiction over a Swiss cryptocurrency executive on the basis that he "induced California" investors to "send him funds from California." Id. at 135-36. The defendant allegedly did so through an international intermediary that introduced him to California investors. Id. at 135. That was not enough for a California court to exercise jurisdiction over the defendant, because the "plaintiff cannot be the only link between the defendant and the forum."

Id. at 139. Here, the contacts between HGIM Ltd. and California are even less purposeful. Whereas the defendant in ParaFi actively negotiated with California investors, here, any conceivable contact between HGIM Ltd. is at the discretion of Sweepsteaks'

unilateral decision to make games it licensed from HGIM Ltd. available in California. See id. at 135."].) Plaintiff Plaintiff claims "[j]urisdiction is appropriate against Hacksaw AB and HGMT under the representative services theory and alter ego theory respectively, because HGIM is performing key functions on Hacksaw AB's behalf, and the Hacksaw Defendants fail to respect corporate form." (Opposition, p. 38 ["Hacksaw AB's prospectus defines 'subsidiaries' as 'companies under the control of the Parent Company,' meaning the Parent Company 'has exposure or rights to variable returns from its involvement in the entity and the ability to use its power to affect those returns.'

Ex. 22 at F-14. In addition, the 'investors' tab on the Hacksaw Gaming website (www.hacksawgaming.com) directs to the Hacksaw AB website."].) As to Hacksaw Gaming, Plaintiff argues: The Court should exercise jurisdiction over Hacksaw Gaming under the representative services doctrine because HGIM is "perform[ing] vitally important services" on its behalf in California that Hacksaw Gaming would otherwise "have to take on ... itself in order to run its business in California." Helm, 696 F. Supp. 2d at 1069-70.

First, Hacksaw Gaming holds the licenses that allow the Hacksaw Defendants to operate in regulated markets. Ex. 9 at 2. That means any contract HGIM entered with Sweepsteaks is on behalf of Hacksaw Gaming--the entity with the necessary licenses and compliance requirements. Second, despite the Hacksaw Defendants' claim that Hacksaw Gaming has no employees (Kallberg Decl. P. 3), Hacksaw admits that it "has a strong focus on developing proprietary products and services," and that such development "is led by sub-group Hacksaw Gaming ltd based in Malta, where strategic decisions are made."

Ex. 27 at 17. Hacksaw Gaming is thus also developing products licensed in California. See Anglo Irish Bank Corp., 165 Cal. App. 4th at 982 ("[A] parent corporation's purposefully causing its subsidiary to engage in forum contacts may constitute purposeful availment by the parent even if the separateness of the corporations is maintained and alter ego is not established."). (Id. at pp. 37-38, emphasis in original.) As to HGIM, Plaintiff contends: HGIM [] admits that, on July 25, 2022, it contracted with Sweepsteaks to allow Sweepsteaks to offer its games on Stake.us throughout the United States.

Kallberg Decl. P.P.

59. The contract explicitly acknowledges that there were states in which the Hacksaw games would be unlawful but nevertheless delegated to Sweepsteaks the determination of where to host its games. Id. P. 8(e). And Stake.us was operating openly and publicly in California. Ex.

3. The contract further contemplates that HGIM would "process[] Personal Data [of gamblers] on behalf of [Sweepsteaks]" in Hacksaw's own data processing facilities. Id. P. 9(e). Thus, . . . HGIM directly contracted with Sweepsteaks to allow its games to be offered to California residents on Stake.us's interactive website, which it knew served California customers, and then collected and processed California users' personal data on its own servers. And . . . it took a percentage of every California dollar wagered and lost on

its games. HGIM's contacts with California are also not "random, isolated, and fortuitous," because (1) HGIM placed its games "in the stream of commerce with the expectation that they [would] be purchased or used by consumers in California" and (2) received "substantial" income "from [the] sale or use of its product in California." Bridgestone, 99 Cal. App. 4th at 777. First, HGIM's contract with Sweepsteaks (from which the Hacksaw Defendants selectively quote but do not produce) reveals that HGIM knew its games could not legally be operated in certain states covered by the contract.

Kallberg Decl. P.P. 8-9. HGIM also knew Hacksaw's games were offered in California given Stake.us's public pronouncements that it was operating in California at the time the contract was executed. See Ex. 3 at 4 (Stake.us terms and conditions noting where the website operate[d] as of July 2025). Second, HGIM generated substantial profits from its contract with Sweepsteaks. Sweepsteaks made an estimated $1.44 billion in revenue from California residents. FAC P. 283. And HGIM is paid a percentage of Stake.us' gross gaming revenue ("GGR") from gamblers' losses while playing HGIM-branded games.

Ex. 22 at 28, 46; see also FAC P.P. 218-219. As Sweepsteaks profited in California, so did HGIM. As the Briskin court ruled, a company's constructive knowledge of its customer base in the forum, coupled with the exploitation of that customer base for profit, is sufficient to prove purposeful direction. Briskin, 135 F.4th at 757-58. (Id. at pp. 23-24, emphasis in original.) Reply In reply, the Hacksaw Defendants state: * Hacksaw AB and Hacksaw Gaming - the representative-services doctrine does not apply. (See Reply, pp. 5-6 [arguing that the "doctrine is a general-jurisdiction concept" and "has no application where . . . the plaintiff relies on specific jurisdiction"].) * HGMT - Plaintiff fails to cite evidence proving alter-ego jurisdiction. (See id. at pp. 7-8 ["Each Hacksaw entity maintains separate employees, officers, assets, and corporate records.

Decl. P.

11. The City Attorney offers no contrary evidence of commingling, disregard of formalities, or any inequitable result. She simply makes the conclusory assertion that 'Hacksaw Defendants fail to respect corporate form.' Opp.

38. Yet, the only evidence the City Attorney can muster to support this assertion is that Hacksaw AB's prospectus defines 'subsidiaries' as companies under the control of the parent, and that the Hacksaw Gaming Ltd. website lists Hacksaw AB as an investor. Opp. 38."].) * HGIM - "The Opposition ignores the rule that is fatal to its jurisdiction theory: 'Merely knowing [a] product will enter California, without having some control over its ultimate destination, does not satisfy the due process clause.'" (Id. at p. 1.) - The HGIM-Sweepsteaks contract "evinces no intent to target California[.]" (Ibid. ["HGIM Ltd. is an Isle of Man company with no presence in California. Declaration of Christoffer Källberg ('Decl.')

P.P. 5, 10. It licensed its game software to Sweepsteaks Ltd., a Cyprus company, under a contract governed by Isle of Man Law that required all disputes to be resolved in Isle of Man courts. Id. P.

9. That contract expressly provided that HGIM Ltd.'s software could be used anywhere in the United States so long as it was lawful to do so, and it delegated the duty of ensuring compliance with that provision to Sweepsteaks Ltd. Id. "].) - "That Sweepsteaks Ltd. purportedly used the licensed software on its website in California does not create a post hoc justification to exercise jurisdiction over HGIM Ltd." (Id. at p. 2 ["'The purposeful availment requirement ensures that a defendant will not be haled into a jurisdiction solely as a result . . . of the unilateral activity of another party or third person.'

Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475. 'To be sued in California for your business, you must intend that your business will benefit from California.' Farina, 50 Cal. App. 5th at 296[.]"], emphasis in original.) - "Licensing software, 'like placing a product into the stream of commerce, may be felt nationwide--or even worldwide--but, without more, it is not an act purposefully directed toward the forum state.'" (Ibid.) - Safieddine v. MBC FZ, LLC (2024) 103 Cal. App. 5th 1086 holds that specific jurisdiction cannot be grounded on "a nationwide distribution agreement[.]" (Id. at p. 3 ["[P]urposeful availment requires that 'the defendant has purposefully directed its activities at the forum state by causing a separate person or entity to engage in forum contacts.'

Id at 1103 (emphasis added). The court reviewed the networks' contract with DISH and concluded that it was DISH that 'wanted to retransmit [the broadcast] to the entirety of the United States, not . . . the defendants [that] wanted to retransmit it into California.' Id. "], emphasis in original; see also id. at p. 4 [distinguishing Plaintiff's authorities].)

Analysis

The Court begins with Hacksaw AB, Hacksaw Gaming, and HGMT. The Court finds the purposeful-availment prong unsatisfied for the following reasons. First, the People cannot rely on allegations in the complaint to meet their burden. (See Weil & Brown, supra, at P. 3:388 [advising that "[a]n unverified pleading has no evidentiary value in determining personal jurisdiction"], emphasis in original; see also In re Automobile Antitrust Cases I & II (2005) 135 Cal.App.4 th 100, 110 [instructing that "[t]he plaintiff must provide affidavits and other authenticated documents in order to demonstrate competent evidence of jurisdictional facts" and that "[a]llegations in an unverified complaint are insufficient to satisfy this burden of proof"].)

Second, Plaintiff's evidence is unauthenticated and unverified. (See Opposition, pp. 37-38 [citing exhibits 9, 22, and 27]; see also Caforio Decl., Exs. 9 [internet post/article], 22 [Hacksaw AB's prospectus], 27 [Hacksaw 2025 Annual Report].) Third, assuming admissibility, the evidence fails to show

purposeful availment. Exhibit 9 is an internet article by an unidentified writer stating the factors he/she would evaluate in deciding whether to buy Hacksaw Gaming stock. (See Caforio Decl., Ex. 9, p. 1.) Plaintiff cites page 2 for the proposition that "Hacksaw Gaming holds the licenses that allow the Hacksaw Defendants to operate in regulated markets." (Opposition, p. 37.) Page 2 actually says "the company [] holds licenses in key jurisdictions like the UK, Malta, Sweden, and multiple U.S. states." (Caforio Decl., Ex. 9, p. 2.)

California is not discussed. The necessary targeting is not shown. Exhibit 22 is Hacksaw AB's prospectus. Plaintiff cites page F-14 where the prospectus defines the word "Subsidiaries." (See Opposition, p. 38.) "Subsidiaries" means "companies under the control of the Parent Company." (Caforio Decl., Ex. 22, p. F-14.) The prospectus adds that "[t]he Parent Company controls an entity when it has exposure or rights to variable returns from its involvement in the entity and the ability to use its power to affect those returns." (Ibid.)

These statements amount to generic definitions. They do not satisfy Plaintiff's burden. Plaintiff cites page F-32 as well, asserting that "Hacksaw AB has a majority of the voting shares in Hacksaw Gaming, HGMT, and HGIM." (Opposition, p. 37.) At best, this goes to one element of alter-ego jurisdiction. Plaintiff does not demonstrate the other elements. Exhibit 27 is the Hacksaw 2025 Annual Report. The cited portion states that Hacksaw's "[d]evelopment work is led by the sub-group Hacksaw Gaming Ltd. based in Malta, where strategic decisions are made." (Caforio Decl., Ex. 27, p. 17.)

The statement shows intentional contacts in Malta, not in California. Fourth, Plaintiff's reliance on the representative-services doctrine fails. (See Opposition, pp. 37-38.) The doctrine is "a variant of agency theory that is used as a basis for general jurisdiction over a foreign parent corporation." (Dorel Industries, Inc. v. Superior Court (2005) 134 Cal.App.4 th 1267, 1272, emphasis added; see also Sonora Diamond Corp. v. Superior Court (2000) 83 Cal.App.4 th 523 [stating that "[t]he jurisdiction acquired by the forum state under this rationale is general "], emphasis added.)

The U.S. Supreme Court "has criticized the . . . doctrine . . . because it would 'subject foreign corporations to general jurisdiction whenever they have an in-state subsidiary or affiliate[.]'" (Weil & Brown, supra, at P. 3:212.3 [quoting Daimler AG v. Bauman, supra, 571 U.S. 117, 134-136], emphasis added.) Several other courts, including the Court of Appeal for the Second District, have also criticized it. (See id. at P. 3:213 [citing cases and noting that "[s]ome courts have rejected

the 'alter ego,' 'agency' and ' representative services ' doctrines as a basis for general or specific jurisdiction, concluding instead that 'the proper jurisdictional question' is simply whether the foreign parent corporation purposefully availed itself of forum benefits by 'deliberately directing the subsidiary's activities in, or having a substantial connection with, the forum state'"], emphasis in original.) Fifth, the paragraph pertaining to alleged alter-ego or agency status is conclusory (see Opposition, p. 38), and the cited evidence (page F-14 of Hacksaw AB's prospectus and a link to Hacksaw Gaming's unauthenticated, unverified website) fails to prove alter-ego or agency jurisdiction. (See ibid.; see also Caforio Decl., Ex. 22, p.

F-14.) With respect to Defendant HGIM, the court will permit limited and targeted jurisdictional discovery. This is because Hacksaw Defendants' corporate representative quotes extensively from an agreement between HGIM Ltd. and Sweepsteaks Ltd., but does not produce the agreement or a related Data Processing Agreement. The HGIM-Sweepsteaks contract is not in the record. Instead, Plaintiff cites descriptions of the contract by the Hacksaw Defendants' corporate representative. The corporate representative declares: 5.

HGIM Ltd. is a company incorporated in the Isle of Man, with its principal place of business in the Isle of Man. HGIM Ltd. contracts with clients to issue gaming software licenses. HGIM Ltd. entered into a gaming software licensing agreement with Sweepsteaks Ltd. on July 25, 2022.

6. The HGIM-Sweepsteaks Agreement is the only gaming software licensing agreement that any Hacksaw Group entity currently has or has ever had with Sweepsteaks Ltd.

7. HGIM Ltd. is the only Hacksaw Group entity that receives payment from Sweepsteaks Ltd.

8. The HGIM-Sweepsteaks Agreement contains the following relevant defined terms: a. "COMPANY" means Sweepsteaks Ltd. b. "Hacksaw" means HGIM Ltd. c. "Games" means "Hacksaw's full portfolio of online games, as available from Hacksaw from time to time, excluding any Games which are subject to exclusivity agreements with third parties." d. "End User" means "any user of the COMPANY'S Contests." e. "Prohibited Jurisdiction" means "the whole world, except for those USA

states/territories where the Contests are lawful." f. "Contests" means "Gold Coins Contests and Stake Cash Contests."

9. The HGIM-Sweepsteaks Agreement contains the following relevant provisions: a. "The COMPANY shall not use any of the Games to provide End User access and/or marketing of the Games, in or directed to any Prohibited Jurisdiction." b. "The COMPANY warrants that: The Games will be used in Contests exclusively in those End User territories where the Contests are legal and do not breach applicable laws in such territories; . . . The Gold Coins and the Stake Cash, including but not limited to their use in Contests, fully comply with applicable laws; It will use appropriate and industry standard software to block and restrict access to the Games to all End Users located in a Prohibited Jurisdiction; It is and shall remain fully compliant with any legislation that might be applicable to the Contests." c. "The COMPANY shall be fully and solely responsible for obtaining and maintaining any permits, approvals or certifications which may be or become required to provide the Games to End Users in any territory that the COMPANY intends to provide the Contests, as well as for the compliance with any and all applicable laws and regulations as may be necessary for the COMPANY'S provision of the Contests to End Users." d. "This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed and construed in accordance with the Laws of the Isle of Man.

The Parties hereby expressly submit to the exclusive jurisdiction of the Courts of the Isle of Man to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims)." e. "Pursuant to the terms of the Agreement, it is contemplated that the services provided by Hacksaw to COMPANY will involve that Hacksaw processes Personal Data on behalf of the COMPANY and to ensure compliance with Applicable Privacy Laws, the Parties are hereby agreeing that the Processing of Personal Data under the Agreement shall be carried out in accordance with this Data Processing Agreement (the "DPA")." (Attached to the Sweepsteaks Ltd.

Agreement as Appendix 3) f. The "Location of Processing" contained in Schedule 2 to the DPA specifies that data processing will occur in the Netherlands or Germany.

10. Hacksaw AB, Hacksaw Gaming Ltd., HGMT Ltd., and HGIM Ltd. (collectively, the "Hacksaw Defendants") have never had any offices, operations, or presence of any kind in California. The Hacksaw Defendants have never had any employee residing in California and have never owned property of any kind in California.

11. The

Hacksaw Defendants do not share bank accounts or other assets, and they maintain separate employees, officers, and corporate records.

12. The Hacksaw Defendants have not consented and do not consent to the exercise of jurisdiction over them by the courts of the State of California.

13. The Hacksaw Defendants have never, to my knowledge, purposefully availed themselves of the benefits or protections of the laws of California. (Kallberg Decl., P.P. 5-13.) The agreement indicates that on behalf of Sweepsteaks Ltd., HGIM obtained and "processed" personal data from end users and did so under a separate Data Processing Agreement, which is not otherwise described. The court does not rule on the motion to quash on behalf of HGIM. At the hearing, the court will consider an order for targeted jurisdictional discovery regarding HGIM's contracts with Sweepsteaks, Ltd., as well as anonymized compiled data indicating the number of individuals whose data was processed during the period Sweepsteaks operated in California, the number of those individuals who indicated they were from or in California, and the nature of the data collected and processed.

Full copies of the HGIM-Sweepsteaks agreement and the Data Processing Agreement must be shared, and any other agreements between the two entities that covered any part of the period of Sweepsteaks's operations in California.

Conclusion

Plaintiff has not shown purposeful availment of the benefits of California by Hacksaw AB, Hacksaw Gaming Ltd, or HGMT Ltd. The court need not consider relatedness or reasonableness in order to conclude it lacks personal jurisdiction over those three entities. As to those three entities, Defendants' motion to quash is granted. As to Defendant HGIM Ltd., the court will defer the personal jurisdiction issue. The court will rule on the motion to quash upon consideration of supplemental argument after targeted jurisdictional discovery of the data processing arrangement HGIM has or had with Sweepsteaks. | Home -->)" -->