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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
` Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
`
`JEDEDIAH WAKEFIELD (CSB No. 178058)
`jwakefield@fenwick.com
`RYAN KWOCK (CSB No. 336414)
`rkwock@fenwick.com
`FENWICK & WEST LLP
`One Front Street, 33rd Floor
`San Francisco, CA 94111
`Telephone: 415.875.2300
`Facsimile: 650.938.5200
`
`DAVID HAYES (CSB No. 122894)
`dhayes@fenwick.com
`FENWICK & WEST LLP
`801 California Street
`Mountain View, CA 94041
`Telephone: 650.988.8500
`Facsimile: 650.938.5200
`
`Attorneys for Defendants
`DATABRICKS, INC., and
`MOSAIC ML, LLC, formerly MOSAIC ML, INC.
`
`Additional counsel listed on signature page
`
`
`
`UNITED STATES DISTRICT COURT
`NORTHERN DISTRICT OF CALIFORNIA
`SAN FRANCISCO DIVISION
`
`In Re Mosaic LLM Litigation
`
` Master File Case No. 3:24-cv-01451-CRB
`Consolidated with Case No. 3:24-cv-02653-CRB
`
`DEFENDANTS’ ANSWER TO SECOND
`AMENDED CONSOLIDATED COMPLAINT
`
`
`
`
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 1 of 17
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`DEFENDANTS’A NSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`1 Case No. 3:24-cv-01451-CRB
`FENWICK &W EST LLP
`ATTORNEYS AT LAW
`Defendants Databricks, Inc. (“ Databricks”) and Mosaic ML , LLC, formerly Mosaic ML,
`Inc. (“MosaicML”) (together “Defendants”) sub mit this Answer to Plaintiffs’ Second Amended
`Class Action Complaint (“Complaint”) filed by Pl aintiffs Stewart O’Nan, Abdi Nazemian, Brian
`Keene, Rebecca Makkai, and Jason Reynolds on behalf of themselves and others similarly situated
`(collectively “Plaintiffs”). Unless specifically ad mitted, Defendants deny each of the allegations
`in the Complaint.1
`1. Defendants deny the allega tions in Paragraph 1.
`2. Defendants admit that Databricks acquired MosaicML in 2023. Defendants
`otherwise deny the allegations in Paragraph 2.
`3. Defendants admit that they have not sought permission from or compensated
`Plaintiffs for their use of the RedPajama and Th e Pile datasets, but Defendants deny that such
`permission or compensation would be required because their use of such materials constitutes fair
`use under U.S. copyright law. Defendants lack knowle dge and information su fficient to form a
`belief as to the truth of the remaining allegations in Paragraph 3, and on that basis deny them.
`4. Defendants admit that they did not compensa te Plaintiffs for the use of materials in
`, but Defendants deny that they needed Pl aintiffs’ authorization or that
`compensation would be required because the use of such materials for
`constitutes fair use under U.S. copyright law. Defendants deny the rema ining allegations in
`Paragraph 4.
`5. Defendants admit that
`, which is fair
`use under U.S. copyright law. Defendants deny the remaining allegations in Paragraph 5.
`6. Defendants admit that Databricks is the corporate parent of MosaicML and also
`released DBRX models and certain MPT models. Defendants deny the remaining allegations in
`Paragraph 6.
`7. Defendants deny the allega tions in Paragraph 7.
`1 Headings and subheadings in the Complaint are not allegations of fact to which a response is
`required. To the extent they are deemed allega tions to which a response is required, Defendants
`deny them.
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 2 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`2 Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
`
`8. The allegations in this Para graph state a legal conclusion to which no response is
`required. To the extent a response is deemed required, Defendants lack knowledge and information
`sufficient to form a belief as to the truth of the allegations in Paragraph 8 and on that basis deny
`them.
`9. The allegations in this Para graph state a legal conclusion to which no response is
`required. To the extent a response is deemed to be required, Defendants admit that the Court has
`personal jurisdiction over it with respect to this li tigation and that venue is proper in the Northern
`District of California. Defendants deny the remaining allegations in Paragraph 9.
`10. The allegations in this Para graph state a legal conclusion to which no response is
`required. To the extent a response is deemed to be required, Defendants admit that assignment of
`this case to the San Francisco Division is prop er, and that this action purports to arise under
`intellectual property laws.
`11. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations in Paragraph 11, and on that basis deny them.
`12. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations in Paragraph 12, and on that basis deny them.
`13. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations set forth in Paragraph 13, and on that basis deny them.
`14. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations set forth in Paragraph 14, and on that basis deny them.
`15. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations set forth in Paragraph 15, and on that basis deny them.
`16. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations in Paragraph 16 or as to the content of Exhibi t A, and on that basis deny the
`allegations.
`17. Defendants admit the allegations in Paragraph 17.
`18. Defendants admit that MosaicML is a Delaware limited liability company, is located
`at this address, and is a subsidiary of Databricks.
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 3 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`3 Case No. 3:24-cv-01451-CRB
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`FENWICK & WEST LLP
`ATTORNEYS AT LAW
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`19. Defendants deny the allegations in Paragraph 19.
`20. Defendants deny the allegations in Paragraph 20.
`21. To the extent the allegations set forth in this Paragraph purport to summarize or
`characterize the conten ts of the document located at https://arxiv.org/pdf/2101.00027.pdf, the
`document speaks for itself. Defendants lack knowledge and information sufficient to form a belief
`as to the truth of the remaining allegations in Paragraph 21 , and on that basis deny them.
`22. The allegations in this Para graph state a legal conclusion to which no response is
`required. To the extent a response is deemed required, Defendants lack knowledge and information
`sufficient to form a belief as to the truth of the allegations in Paragraph 22, and on that basis deny
`them.
`23. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations in Paragraph 23, and on that basis deny them.
`24. To the extent the allegations set forth in this Paragraph purport to summarize or
`characterize the contents of the document located at
`https://huggingface.co/datasets/the_pile_books3, the document speaks for itself. Defendants lack
`knowledge and information sufficient to form a belie f as to the truth of th e remaining allegations
`in Paragraph 24, and on that basis deny them.
`25. To the extent the allegations set forth in this Paragraph purport to summarize or
`characterize the contents of the documents located at https://web.archive.org/web/
`20230420075601/, https://huggingface.co/datasets/t ogethercomputer/RedPajama-Data-1T,
`https://web.archive.org/web/20240510231649/, or
`https://huggingface.co/datasets/togethercomputer/RedPajama-Data-IT, the documents speak for
`themselves. Defendants admit that a company called Together AI released a dataset in April 2023
`called RedPajama with a subset called “Books.” Defendants l ack knowledge and information
`sufficient to form a belief as to the truth of th e remaining allegations in Paragraph 25, and on that
`basis deny them.
`26. Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations in Paragraph 26, and on that basis deny them.
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 4 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`4 Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
`
`27. Defendants deny that they infringed Plaintiffs’ alleged copyrights. Defendants lack
`knowledge and information sufficient to form a belie f as to the truth of th e remaining allegations
`in Paragraph 27, and on that basis deny them.
`28. Defendants admit that LLMs may generate text outputs in response to user prompts.
`Defendants deny the remaining allegations in Paragraph 28.
`29. Defendants admit that the corpus of material used to train an LLM may be referred
`to as a “training dataset.” As Paragraph 29 pertains generally to LLMs and not any particular LLM
`of Defendants, Defendants lack knowledge and info rmation sufficient to form a belief as to the
`truth of the remaining allegations in Paragraph 29, and on that basis deny them.
`30. Defendants admit that training an LLM may consist of multiple steps and involves
`identifying patterns and relationships in training data. As Paragraph 30 pertains generally to LLMs
`and not any particular LLM of Defendants, Defendants lack knowledge and information sufficient
`to form a belief as to the truth of the remaining allegations in Paragraph 30, and on that basis deny
`them.
`31. Defendants admit that traini ng a model can involve acquiring data. As Paragraph
`31 pertains generally to LLMs and not any part icular LLM of Defendants, Defendants lack
`knowledge and information sufficient to form a belie f as to the truth of th e remaining allegations
`in Paragraph 31, and on that basis deny them. Defendants admit that, depending on the intended
`function of an LLM, books published in the last 100 years may be high-quality data for training
`LLMs.
`32. As Paragraph 32 pertains generally to LLMs and not any particular LLM of
`Defendants, Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the remaining allegations in Paragraph 32, an d on that basis deny them. Defendants deny any
`suggestion that the LLMs at issue in this litigation progr essively adjusted th eir output to more
`closely approximate any protected expression contained in the training dataset.
`33. Defendants admit that “ablation studies” may be run during model research and
`development. As Paragraph 33 pertains genera lly to LLM development and not any particular
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 5 of 17
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`DEFENDANTS’A NSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`5 Case No. 3:24-cv-01451-CRB
`FENWICK &W EST LLP
`ATTORNEYS AT LAW
`LLM of Defendants, Defendants lack knowledge and in formation sufficient to form a belief as to
`the truth of the remaining allegations in Paragraph 33, and on that basis deny them.
`34. As Paragraph 34 pertains generally to LLMs and not any particular LLM of
`Defendants, Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations set forth in Paragraph 34, and on that basis deny them. Defendants deny any
`suggestion that the LLMs at issu e in this litigation have the goal of imitati ng any protected
`expression ingested from the training dataset.
`35. As Paragraph 35 pertains generally to LLMs and not any particular LLM of
`Defendants, Defendants lack knowledge and information sufficient to form a belief as to the truth
`of the allegations set forth in Paragraph 35, and on that basis deny them. Defendants deny any
`suggestion that “if a dataset cont ains unlawfully-obtained copyrighted material , each step of the
`training pipeline may result in an unauthorized use (i.e., infringement) of that copyrighted work.”
`36. Defendants admit that MosaicML was inco rporated in 2020, a nd one of its goals
`was to provide tools to facilitate the efficient training of AI models.
`37. Defendants admit that MosaicML provi ded what was known as the MosaicML
`Platform, which enabled customers to train AI m odels on their own data. Defendants admit that
`they have provided streaming of certain training data from cloud storage and
`,
`which is fair use under U.S. copyright law. Defendants deny the remaining allegations in Paragraph
`37.
`38. Defendants admit that they obtained a copy of dataset for
` which is fair use under U.S. copyright law. Defendants lack knowledge and
`information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 38,
`and on that basis deny them.
`39. Defendants admit that they obtained a c opy of the RedPajama dataset in April 2023
`for , which is fair use under U.S. copyright law. Defendants lack
`knowledge and information sufficient to form a belie f as to the truth of th e remaining allegations
`in Paragraph 39, and on that basis deny them.
`
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 6 of 17
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`DEFENDANTS’A NSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`6 Case No. 3:24-cv-01451-CRB
`FENWICK &W EST LLP
`ATTORNEYS AT LAW
`40. Defendants admit that MosaicML
`
` which is fair use under U.S. copyright law. Defendants lack knowledge and
`information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 40,
`and on that basis deny them.
`41. Defendants admit that MosaicML
`,
`which is fair use under U.S. copyright law. To the extent that Paragraph 41 purports to summarize
`or quote documents produced by Defendants, thos e documents speak for themselves. Defendants
`deny that it used a “trove of pirated books for its own benefits.” Defendants lack knowledge and
`information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 41,
`and on that basis deny them.
`42. To the extent that Paragraph 42 purports to summarize or quote documents produced
`by Defendants, those documents speak for themselves. Defendants deny the remaining allegations
`in Paragraph 42.
`43. Defendants admit that MosaicML re leased the MPT-7B LLM in May 2023.
`44. Defendants admit that MosaicML publis hed a blog post titled “Introducing MPT-
`7B: A New Standard for Open-Source, Co mmercially Usable LLMs” available at
`https://www.databricks.com/blog/mpt-7b. To the extent the allegations set forth in this Paragraph
`purport to summarize or characterize the contents of the bl og post located at
`https://www.databricks.com/blog/mpt-7b, the document speaks for itself.
`45. To the extent the allegations set forth in this Paragraph purport to summarize or
`characterize the contents of the blog post located at https://www.databricks.com/blog/mpt-7b, the
`document speaks for itself.
`46. Defendants admit that MosaicML released the MPT-7B-StoryWriter-65k+ LLM. To
`the extent the allegations set forth in this Paragraph purport to summarize or characterize the contents
`of the blog post located at https://www.databricks.com/blog/mpt-7b, the document speaks for itself.
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 7 of 17
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`DEFENDANTS’A NSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`7 Case No. 3:24-cv-01451-CRB
`FENWICK &W EST LLP
`ATTORNEYS AT LAW
`To the extent that the allega tions set forth in this Paragraph purport to summarize or quote
`documents produced by Defendants, those documents speak for themselves. Defendants deny the
`remaining allegations in Paragraph 46.
`47. Defendants admit that MosaicML releas ed the MPT-30B LLM in June 2023, that
`portions of the RedPajama – Books dataset were used as training data for the MPT-30B LLM, and
`that the MPT-30B LLM contains approximately 30 billion parameters. To the extent the allegations
`set forth in this Paragraph purport to summarize or characterize the cont ents of a blog post, the
`document speaks for itself.
`48. Defendants admit that Databricks
`, and that any such use would constitute fair use under U.S. copyright
`law. Defendants deny the remaining allegations in Paragraph 48.
`49. Defendants admit that Databricks
`
` Defendants deny the remaining allegations in Paragraph 49.
`50. Defendants admit that Databricks
`, which is fair use under U.S. copyright
`law. Defendants deny the remaining allegations in Paragraph 50.
`51. Defendants deny the allega tions in Paragraph 51.
`52. To the extent that the alle gations set forth in this Paragraph purport to summarize or
`quote documents produced by Defendants, those doc uments speak for themselves. Defendants
`deny the remaining allegations in Paragraph 52.
`53. To the extent that the alle gations set forth in this Paragraph purport to summarize or
`quote documents produced by Defendants, those doc uments speak for themselves. Defendants
`deny the remaining allegations in Paragraph 53.
`54. Defendants admit that Databricks announ ced a new LLM series named DBRX on
`March 27, 2024. To the extent the allegations in Paragraph 54 purport to summarize or characterize
`the “Introducing DBRX: A New State-of-the-Art Open LLM” blog post on the Databricks website,
`the blog post speaks for itself.
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`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 8 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`8 Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
`
`55. Defendants admit that Databric ks has not publicly identified the specific training
`data used to train the DBRX models. To the ex tent the allegations in Paragraph 55 purport to
`summarize or characterize the c ontents of the “Databricks spen t $10M on new DBRX generative
`AI model” article on techcrunch.com, the article speaks for itself.
`56. To the extent the allegations in Paragr aph 56 refer to the “Introducing DBRX: A
`New State-of-the-Art Open LLM” blog post on Databricks’ website, the blog post speaks for itself.
`57. Defendants deny the allegations in Paragraph 57.
`58. The allegations in Paragraph 58 state legal conclusions or arguments to which no
`response is required. To the extent a response is deemed required, Defendants deny the allegations
`in Paragraph 58.
`59. The allegations in Paragraph 59 state lega l conclusions or arguments to which no
`response is required. To the extent a response is deemed required, Defendants deny the allegations
`in Paragraph 59.
`60. The allegations in Paragraph 60 state lega l conclusions or arguments to which no
`response is required.
`61. The allegations in Paragraph 61 state legal conclusions or arguments to which no
`response is required. To the extent a response is deemed required, Defendants deny that they possess
`information concerning the exact number of members of Plaintiffs’ putative class. Defendants lack
`knowledge and information sufficient to form a belief as to the truth of the remaining allegations in
`Paragraph 61, and on that basis deny them.
`62. The allegations in Paragraph 62 state lega l conclusions or arguments to which no
`response is required. To the extent a response is deemed required, Defendants deny the allegations
`in Paragraph 62.
`63. The allegations in Paragraph 63 state lega l conclusions or arguments to which no
`response is required. To the extent a response is deemed required, Defendants deny the allegations
`in Paragraph 63.
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`DEFENDANTS’A NSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`9 Case No. 3:24-cv-01451-CRB
`FENWICK &W EST LLP
`ATTORNEYS AT LAW
`64. The allegations in Paragraph 64 state lega l conclusions or arguments to which no
`response is required. To the extent a response is deemed required, Defendants deny the allegations
`in Paragraph 64.
`65. The allegations in Paragraph 65 state legal conclusions or arguments to which no
`response is required. To the extent a response is deemed required, Defendants deny the allegations
`in Paragraph 65.
`66. Defendants incorporate by reference thei r responses to Paragraphs 1 through 65
`above as though fully set forth herein.
`67. Defendants lack knowledge and information suff icient to form a belief as to the truth
`of the allegations in Paragraph 67, and on that basis deny them.
`68. Defendants admit that MosaicML downloa ded copies of RedPajama – Books and
`Books3. Defendants lack knowledge and information sufficient to form a belief as to the truth of
`the remaining allegations in Paragraph 68, and on that basis deny them.
`69. Defendants admit that MosaicML made copies of RedPajama – Books and the
`Books3 datasets in cloud-based object storage buckets including through AWS and OCI.
`70. Defendants deny the allega tions in Paragraph 70.
`71. Defendants deny that MosaicML distribut ed datasets to its
`customers. Defendants admit that MosaicML
` and that such
`use constitutes fair us e under U.S. copyright law. Defenda nts lack knowledge and information
`sufficient to form a belief as to the truth of th e remaining allegations in Paragraph 71, and on that
`basis deny them.
`72. Defendants admit that MosaicML made c opies of and used RedPajama – Books to
`train the MPT-7B, MPT-30B, and MPT-7B-StoryWrite r-65k+ models and that it used a filtered
`fiction subset of Books 3 to fine-tune the MPT-7B-StoryWrit er-65k+ model, a nd that such use
`constitutes fair use under U.S. Copyright law. Defendants deny the remaining allegations in
`Paragraph 72.
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`DEFENDANTS’A NSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`10 Case No. 3:24-cv-01451-CRB
`FENWICK &W EST LLP
`ATTORNEYS AT LAW
`73. Defendants admit that afte r Databricks acquired Mosaic ML, it took its assets and
`liabilities and that MosaicML was integrated into Databricks. Defe ndants deny th e remaining
`allegations in Paragraph 73.
`74. Defendants deny the allega tions in Paragraph 74.
`75. Defendants admit that Databricks
`, which is fair use under U.S. copyright
`law. Defendants deny the remaining allegations in Paragraph 75.
`76. Defendants admit that
`, but deny that such activities were part of DBRX development.
`Defendants deny the remaining allegations in Paragraph 76.
`77. Defendants deny that MosaicML needed Plaintiffs’ authorization to use any portions
`of the RedPajama – Books dataset to train MosaicML’s MPT models. Defendants lack knowledge
`and information sufficient to form a belief as to the truth of the remaining allegations in Paragraph
`77, and on that basis deny them.
`78. Defendants deny the allegati ons in Paragraph 78.
`79. Defendants deny the allega tions in Paragraph 79.
`80. Defendants deny the allega tions in Paragraph 80.
`81. Defendants deny the allega tions in Paragraph 81.
`82. Defendants deny the allega tions in Paragraph 82.
`83. Defendants incorporate by reference thei r responses to Paragraphs 1 through 82
`above as though fully set forth herein.
`84. Defendants admit that Databricks acqui red MosaicML in July 2023. Defendants
`deny the remaining allegations in Paragraph 84.
`85. Defendants deny the allega tions in Paragraph 85.
`86. Defendants deny the allega tions in Paragraph 86.
`87. Defendants incorporate by reference thei r responses to Paragraphs 1 through 86
`above as though fully set forth herein.
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`DEFENDANTS’A NSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`11 Case No. 3:24-cv-01451-CRB
`FENWICK &W EST LLP
`ATTORNEYS AT LAW
`88. Defendants admit that they
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` which is fair use under U.S. copyright law. Defendants deny the remaining allegations
`in Paragraph 88.
`89. Defendants deny that consent of the Plaint iffs was necessary for
` which is fair use under U.S. copyright law. Defendants deny the remaining allegations in
`Paragraph 89.
`90. Defendants admit that they
`, which is fair use under U.S.
`copyright law. Defendants deny that permissi on or consent was needed because such use
`constitutes fair use under U.S. copyright law. Defendants deny the re maining allegations in
`Paragraph 90.
`91. Defendants deny the allega tions in Paragraph 91.
`92. Defendants deny the allega tions in Paragraph 92.
`93. Defendants deny the allega tions in Paragraph 93.
`94. Defendants deny the allega tions in Paragraph 94.
`95. Defendants deny the allega tions in Paragraph 95.
`96. Defendants incorporate by reference thei r responses to Paragraphs 1 through 95
`above as though fully set forth herein.
`97. Defendants admit that they
`, which is fair use under U.S.
`copyright law. Defendants deny the remaining allegations in Paragraph 97.
`98. Defendants deny that using Books for violates Plaintiffs’
`rights under 17 U.S.C. § 106, as such use constitutes fair use under U.S. copyright law. Defendants
`lack knowledge and informa tion sufficient to form a belief as to the truth of the remaining
`allegations in Paragraph 98, and on that basis deny them.
`99. Defendants deny the allega tions in Paragraph 99.
`100. Defendants deny the allega tions in Paragraph 100.
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`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 12 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`12 Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
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`Defendants deny that Plaintiffs and the proposed Class are en titled to any relief, including
`but not limited to the relief sought in the section of the Co mplaint titled “Demand for Judgment.”
`To the extent that this section contains any allegations, Defendants deny them.
`JURY TRIAL DEMANDED
`Defendants hereby demand a trial by jury on all claims, defenses, and issues in this action
`so triable.
`GENERAL DENIAL
`Unless expressly admitted above, Defendants de ny each and every allegation set forth in
`Plaintiffs’ Complaint.
`DEFENSES
`Defendants further plead the following separate and additional defenses to the Complaint.
`By pleading these defenses, Defendants do not in any way agree or concede that they have the
`burden of proof or persuasion on any claims or defenses. Defendants reserve the right to plead any
`and all defenses that may be evident or revealed after investigation and discovery in this matter.
`FIRST DEFENSE
`(Failure to State a Claim)
`Plaintiffs’ and class members’ claims fail, in whole or in part, because the Complaint, and
`each purported cause of action therein, fails to state a claim upon which relief may be granted and/or
`to state facts sufficient to constitute a claim for relief against Defendants.
`SECOND DEFENSE
`(Fair Use)
`To the extent that Defendants made any unauthorized copies, the copying constituted fair
`use, given, among other factors, the purpose and transformative character of the use and the effect
`of the use upon the potential market for or value of the allegedly copyrighted works.
`THIRD DEFENSE
`(Noninfringing Use)
`Plaintiffs’ and class members’ claims fail in whole or in part because the models created by
`Defendants that are the subject of this action, and Defendants’ products, services, or actions in
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 13 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`13 Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
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`connection with those models, have and are cap able of substantial noninfringing uses and
`commercially significant noninfringing uses, and ar e widely used for legitimate, unobjectionable
`purposes.
`FOURTH DEFENSE
`(Invalidity or Unenforceability of Copyright)
`Plaintiffs’ and class members’ claims fail in whole or in part to the extent the accused
`datasets include works in the public domain, unregistered work s, works to which copyright
`protection has been abandoned or expired, works that lack requisite originality, works not subject
`to copyright protection under 17 U.S.C. § 102(b), or otherwise unprotectable under applicable law.
`FIFTH DEFENSE
`(Misuse, Unclean Hands, Laches, Estoppel)
`Plaintiffs’ and class members’ claims fail in whole or in part by the doctrines of misuse,
`unclean hands, laches, estoppel, and/or other equitable defenses.
`SIXTH DEFENSE
`(Waiver, Abandonment, Forfeiture)
`Plaintiffs’ and class members’ cl aims are barred in whole or in part by the doctrines of
`waiver, abandonment, and/or forfeiture.
`SEVENTH DEFENSE
`(License)
`Plaintiffs’ and class members’ claims are barred or limited to the extent that the works over
`which they assert copyright and copyright infringement were subj ect to an expr ess or implied
`license or permission given to Defendants or their agents.
`EIGHTH DEFENSE
`(Lack of Standing)
`Plaintiffs’ and class members’ claims are barred to the exte nt they do not own a valid
`copyright for some or all of the works, do not hold a valid copyright registration for some or all of
`the works, and/or otherwise lack standing or fail to meet statutory requirements to assert their
`claims.
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 14 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`14 Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
`
`NINTH DEFENSE
`(Unavailability of Injunctive Relief)
`Plaintiffs’ and class memb ers’ claims fail, in whole or in part, because Pl aintiffs are not
`entitled to injunctive relief (temporarily, prelim inarily, or permanently), including because any
`injury to them is not immediate or irreparable, Plaintiffs would have an adequate remedy at law,
`the balance of hardships favors no injunction, and the public interest is best served by no injunction.
`TENTH DEFENSE
`(Lack of Willfulness and Innocent Conduct)
`Plaintiffs’ and class members’ claims for statutory damage s must be reduced because
`Defendants’ conduct was innocent, not willful.
`ELEVENTH DEFENSE
`(Lack of Injury)
`Plaintiffs’ and class members’ claims fail in whole or in part because they have not suffered
`injury as a result of the conduct alleged in the Complaint.
`TWELFTH DEFENSE
`(Failure to Mitigate Damages)
`Plaintiffs and class members are barred from recovery of damages b ecause of and to the
`extent of their failure to mitigate their allege d damages (to which, in a ny event, they are not
`entitled).
`THIRTEENTH DEFENSE
`(Attorneys’ Fees Improper)
`The Complaint fails to state a cause of action or a llege sufficient facts to support a claim
`for attorneys’ fees.
`FOURTEENTH DEFENSE
`(Class Cannot be Certified)
`The purported class cannot be certified under Fe deral Rule of Civil Procedure 23 because,
`inter alia, the purported class, class representatives and/or class counsel fail to meet the typicality,
`commonality, adequacy, superiority, and predominance requirements for class actions.
`Case 3:24-cv-01451-CRB Document 293 Filed 05/11/26 Page 15 of 17
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`DEFENDANTS’ ANSWER TO SECOND AMENDED
`CONSOLIDATED COMPLAINT
`15 Case No. 3:24-cv-01451-CRB
`
`FENWICK & WEST LLP
`ATTORNEYS AT LAW
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`RESERVATION OF ADDITIONAL DEFENSES
`Defendants do not presently know all facts concerning Plaintiffs’ claims and the putative
`class sufficient to state all affirmative defenses at this time. Defendants will seek leave to amend
`this Answer should they later discover facts demo nstrating the existence of additional affirmative
`defenses. Defendants reserve any and all additional affirmative defenses available to them.
`DEFENDANTS’ DEMAND FOR JUDGMENT
`WHEREFORE, Defendant