State of Texas v. Arity 875, LLC

Opinion

ACCEPTED 15-25-00082-CV FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS 8/4/2025 4:15 PM No. 15-25-00082-CV CHRISTOPHER A. PRINE CLERK

In the Court of Appeals 15th COURTFILED IN OF APPEALS For the Fifteenth Judicial District AUSTIN, TEXAS 8/4/2025 4:15:52 PM Austin, Texas CHRISTOPHER Clerk A. PRINE _________

STATE OF TEXAS APPELLANT, V.

ARITY 875, LLC, APPELLEE. _________

On Appeal from the 457th Judicial District Court, Montgomery County Trial Court Case No. 25-01-00561 __________________________________________________________________

BRIEF OF APPELLEE, ARITY 875, LLC __________________________________________________________________ W. Reid Wittliff Jake Sommer (pro hac vice) Texas Bar No. 00791951 jake@zwillgen.com reid@wittliffcutter.com Kelsey Harclerode (pro hac vice) Wittliff | Cutter PLLC kelsey@zwillgen.com 510 Baylor St. ZwillGen PLLC Austin, Texas 78703 1900 M Street NW, Suite 250 Telephone: (512) 960-4866 Washington, DC 20036 Facsimile: (512) 960-4869 Telephone: (202) 296-3585

Sudhir V. Rao (pro hac vice) sudhir.rao@zwillgen.com ZwillGen PLLC 183 Madison Ave., Suite 1504 New York, NY 10016 Telephone: (646) 362-5590 ATTORNEYS FOR APPELLEE TABLE OF CONTENTS

ISSUE PRESENTED ................................................................................................. 1

STATEMENT REGARDING ORAL ARGUMENT ............................................... 1

INTRODUCTION ..................................................................................................... 2

STATEMENT OF FACTS ........................................................................................ 4

I. Arity 875 Is A Data Analytics Company That Does Not Share Mobile Data with Insurers for Pricing or Underwriting Purposes. ..................................................................................................... 4

II. The FAP’s Few Jurisdictional Allegations Are Irrelevant. ........................ 7

III. The State’s Claims Challenge Alleged Omissions That Occurred Outside Texas. ............................................................................ 9

IV. The Trial Court Granted Arity 875’s Special Appearance After Striking the State’s Untimely Affidavits. ................................................. 12

STANDARD OF REVIEW ..................................................................................... 14

LEGAL STANDARD .............................................................................................. 15

SUMMARY OF ARGUMENT ............................................................................... 17

ARGUMENT ........................................................................................................... 18

I. Arity 875 Has Not Purposefully Availed Itself of the Texas Forum........................................................................................................ 18

A. That Two Mobile App Developers Allegedly Headquartered in Texas Incorporated the Arity SDK Into Their Apps Does Not Mean Arity 875 Has Contacts with Texas. .............................................. 20

B. That Arity 875 Could Be Unilaterally Contacted at a Dallas PO Box Does Not Establish Specific Jurisdiction.......................................... 24

i C. That Texans Happened to Download and Use Apps That Incorporated the Arity SDK Does Not Mean Arity 875 Has Contacts with Texas. ................................................................................ 25

D. That Third Parties Allegedly Targeted Advertisements to Texas Does Not Mean Arity 875 Has Contacts with Texas. .............................. 32

E. Volkswagen and the Stream-of-Commerce-Plus Framework Are Inapposite.................................................................................................. 35

II. The State’s Claims Are Not Substantially Connected to Arity 875’s Purported Forum Contacts Because the Claims Challenge Out-of-State Conduct................................................................................ 40

A. The TDPSA Claim Challenges Out-of-State Omissions. ........................ 42

B. The Date Broker Claim Challenges Out-of-State Omissions. ................. 51

C. The Insurance Code Claim Challenges Out-of-State Omissions. ............ 52

D. The State’s Remaining Contrary Arguments Are Meritless. ................... 54

III. Exercising Personal Jurisdiction Here Would Offend Traditional Notions of Fair Play and Substantial Justice. ........................ 56

PRAYER ............................................................................................................. 60

CERTIFICATE OF COMPLIANCE .................................................................. 62

CERTIFICATE OF SERVICE ........................................................................... 63

APPELLEE’S APPENDIX

ii INDEX OF AUTHORITIES Page(s) Cases

AIKG, LLC v. CSP Consultants Grp., LLC, 2022 WL 947197 (Tex. App.-San Antonio Mar. 30, 2022, no pet.) .................. 50

Ajamie LLP v. Podesta Grp., Inc., 2020 WL 716734 (Tex. App.-Houston [1st Dist.] Feb. 13, 2020, no pet.) ..................................................................................................................... 41

Aldossari ex rel. Aldossari v. Ripp, 49 F.4th 236 (3d Cir. 2022) ................................................................................ 21

Alves v. Goodyear Tire & Rubber Co., 683 F. Supp. 3d 111 (D. Mass. 2023) ................................................................. 29

Anderson v. Bechtle, 2001 WL 930205 (Tex. App.-Houston [1st Dist.] Aug. 16, 2001, no pet.) ................................................................................................................ 42

Bristol-Myers Squibb Co. v. Superior Ct., 582 U.S. 255 (2017) ......................................................................................56, 57

Brocail v. Anderson, 132 S.W.3d 552 (Tex. App.-Houston [14th Dist.] 2004, pet. denied)................................................................................................................. 42

BRP-Rotax GmbH & Co. KG v. Shaik, 2025 WL 1727903 (Tex. June 20, 2025) ..........................................27, 29, 34, 35

Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) ............................................................................................ 23

Caerus Oil & Gas, LLC v. Terra Energy Partners, LLC, 2023 WL 2169495 (Tex. App.-Houston [1st Dist.] Feb. 23, 2023, no pet.) ...................................................................................................... 21

Castelaz v. Estée Lauder Cos., 2024 WL 136872 (N.D. Ill. Jan. 10, 2024) ......................................................... 25

Chen v. Razberi Techs., Inc., 2022 WL 16757346 (Tex. App.-Dallas Nov. 8, 2022, pet. denied) .............41, 42 iii Choice Auto Brokers, Inc. v. Dawson, 274 S.W.3d 172 (Tex. App.-Houston [1st Dist.] 2008, no pet.)......................... 45

Concord Energy, LLC v. VR4-Grizzly, LP, 2022 WL 17101034 (Tex. App.-Dallas Nov. 22, 2022, no pet.) ........................ 41

Conexiones Tornado S. de RL. de CV v. Ramirez de Munoz, 2024 WL 4262405 (Tex. App.-Dallas Sept. 23, 2024, no pet.).......................... 40

Dalal v. Clearview AI, Inc., 2025 WL 1726259 (D.N.J. May 1, 2025) ........................................................... 28

Dalglish v. Royal Indem. Co., 2006 WL 3334543 (Tex. App.-Beaumont Nov. 16, 2006, no pet.).................... 57

Dallas Cent. Appraisal Dist. v. Tech Data Corp., 930 S.W.2d 119 (Tex. App.-Dallas 1996, writ denied) ...................................... 35

Facebook, Inc. v. Doe, 650 S.W.3d 748 (Tex. App.-Houston [14th Dist.] 2022, pet. denied)................................................................................................................. 34

Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351 (2021) ............................................................................................ 40

Fresh Coat, Inc. v. K-2, Inc., 318 S.W.3d 893 (Tex. 2010) .............................................................................. 35

Gerdes v. Kennamer, 155 S.W.3d 523 (Tex. App.-Corpus Christi-Edinburg 2004, pet. denied).......................................................................................................7, 13, 60

Google LLC v. State, 2025 WL 52611 (Tex. App.-Corpus Christi-Edinburg Jan. 9, 2025, pet. abated) ..................................................................................15, 16, 46, 47, 48

Gulf Coast Int’l, L.L.C. v. The Rsch. Corp. of the Univ. of Haw., 490 S.W.3d 577 (Tex. App.-Houston [1st Dist.] 2016, pet. denied) ............ 56, 59

Hasson v. FullStory, Inc., 114 F.4th 181 (3d Cir. 2024) .............................................................................. 31

iv Hinduja Glob. Sol., Inc. v. Ganjaei, 2023 WL 179808 (Tex. App.-Dallas Jan. 13, 2023, pet. denied) ....................... 42

Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945) ............................................................................................ 16

Johnson v. TheHuffingtonPost.com, Inc., 21 F.4th 314 (5th Cir. 2021) .........................................................................29, 58

Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653 (Tex. 2010) .......................................................................passim

Key Management Group, LLC v. Meridian Hospital Systems Corp., 2021 WL 1538237 (Tex. App.-Houston [14th Dist.] Apr. 20, 2021, no pet.) ................................................................................................................ 32

Kinsale Ins. Co. v. Clearview Horizon, Inc., 2022 WL 742718 (D. Idaho Mar. 11, 2022) ....................................................... 25

Mavrix Photo, Inc. v. Brand Technologies, Inc., 647 F.3d 1218 (9th Cir. 2011) ............................................................................ 34

McDonald v. Kiloo ApS, 385 F. Supp. 3d 1022 (N.D. Cal. 2019) ........................................................28, 49

MDSave, Inc. v. Sesame Inc., 2023 WL 353998 (W.D. Tex. Jan. 11, 2023) ..................................................... 30

Mehta v. State ex rel. Ahmed, 2025 WL 1560037 (Tex. App. [15th Dist.] June 3, 2025, no pet.) ........14, 42, 44

Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777 (Tex. 2005) ..................................................................15, 18, 22

Micromedia v. Automated Broadcast Controls, 799 F.2d 230 (5th Cir. 1986) ........................................................................23, 24

Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) ............................................................15, 16, 34, 41

Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142 (Tex. 2013) .............................................................................. 41

v NexPoint Advisors, L.P. v. United Dev. Funding IV, 674 S.W.3d 437 (Tex. App.-Fort Worth 2023, two pets. denied) ..........13, 51, 60

Old Republic Nat’l Title Ins. Co. v. Bell, 549 S.W.3d 550 (Tex. 2018) ............................................................14, 22, 27, 33

Rana Shipping Transp., Indus., & Trade, Ltd. v. Davey & Brogan, P.C., 2023 WL 2582357 (Tex. App.-Dallas Mar. 21, 2023, no pet.) (mem. op.) ........................................................................................................... 60

Searcy v. Parex Res., Inc., 496 S.W.3d 58 (Tex. 2016)...............................................................28, 32, 44, 55

Spir Star AG v. Kimich, 310 S.W.3d 868 (Tex. 2010) .............................................................................. 57

State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399 (Tex. 2023) .......................................................................passim

Steward Health Care Sys. LLC v. Saidara, 633 S.W.3d 120 (Tex. App.-Dallas 2021, no pet.) ...........................16, 21, 44, 54

TravelJungle v. American Airlines, Inc., 212 S.W.3d 841 (Tex. App.-Forth Worth 2006, no pet.) .............................30, 32

TV Azteca v. Ruiz, 490 S.W.3d 29 (Tex. 2016)................................................................................. 14

UMG Recordings, Inc. v. Kurbanov, 963 F.3d 348 (4th Cir. 2020) .............................................................................. 34

Verizon California Inc. v. Douglas, 2006 WL 490888 (Tex. App.-Houston [1st Dist.] Mar. 2, 2006, no pet.) ..................................................................................................................... 24

Walden v. Fiore, 571 U.S. 277 (2014) ............................................................................................ 27

Statutes

Tex. Bus. & Com. Code Ann. § 509.005 ...........................................................51, 52

vi Tex. Bus. & Com. Code § 509.001 .......................................................................... 10

Tex. Bus. & Com. Code § 541.051(b)(5) ................................................................ 10

Tex. Bus. & Com. Code § 541.101(b)(4) ............................................................9, 43

Tex. Bus. & Com. Code § 541.102(a) ...........................................................9, 10, 43

Tex. Bus. & Com. Code § 541.102(b) ...............................................................10, 43

Tex. Bus. & Com. Code § 541.103 ....................................................................10, 43

Tex. Civ. Prac. & Rem. Code Ann. § 17.042 .......................................................... 15

Tex. Ins. Code § 2251.103 ......................................................................................... 6

Tex. Ins. Code § 541.001 .............................................................................10, 52, 54

Other Authorities

Google LLC v. State, Am. Br. of Appellee, 2023 WL 5672666 (Tex. App.-Corpus Christi Aug. 23, 2023) ............................................................14, 47

In re: Allstate & Arity Consumer Privacy Litigation, No. 1:25-cv- 00407, Corrected Consolidated Class Action Compl., Dkt. No. 46 (N.D. Ill. May 27, 2025) ..................................................................................... 59

Tex. R. App. P. 38.1................................................................................................... 5

Tex. R. Civ. P. 120a ..................................................................................... 12, 13, 15

U.S. Const. amend. XIV, § 1 ................................................................................... 16

vii ISSUE PRESENTED

Whether Arity 875, LLC (“Arity 875”), a nonresident defendant, is subject to

specific jurisdiction in Texas when it has no relevant contacts with Texas and the

State’s claims arise from and relate to alleged omissions that occurred, if at all,

outside Texas.

STATEMENT REGARDING ORAL ARGUMENT

Arity 875 respectfully submits that oral argument is unnecessary because

settled principles foreclose the exercise of personal jurisdiction over Arity 875 here.

1 INTRODUCTION

The State’s theory of this case is built on assumptions and innuendo, not facts.

On appeal, the State asserts, without citing any record evidence, that Arity 875, LLC

(“Arity 875”) sought to collect driving data specifically from Texans because Texas

drivers are risky insureds and Texas allegedly represents “Allstate’s” biggest market.

So, the theory goes, Arity 875 shared Texans’ driving data with unspecified

“Allstate” insurance entities, unbeknownst to drivers, so that those insurers could

use the data to manipulate Texans’ insurance rates and coverage. See Br. 17-20.

Nonsense. The uncontroverted jurisdictional evidence, which the State

blithely ignores, establishes that Arity 875 does not share individuals’ driving data

with any insurers for pricing or underwriting purposes—full stop. A wholly distinct

Defendant, Arity Services, LLC, which has not contested personal jurisdiction, may

share data with insurers but only after insurance customers consent and direct an

insurer to request that data. As a result, Arity 875 does not decide when the data it

possesses is ever used for insurance pricing or underwriting purposes: consumers do.

The State’s fanciful theory about why Arity 875 purportedly targets Texas drivers—

to “secretly” share Texans’ data with insurers so they can pad their bottom line—

crumbles under the weight of the record.

That record, to be clear, is limited to the State’s allegations in its First

Amended Petition (“FAP”) and the jurisdictional evidence Arity 875 submitted in

2 support of its Special Appearance. The trial court properly struck the State’s

untimely affidavits opposing Arity 875’s Special Appearance. The State does not

even mention, much less challenge, that ruling on appeal, so the State’s affidavits

(see Am. C.R. 316-32, 337-38; Supp. C.R. 127-43) are not properly before this

Court. Instead, the State attempts to overcome its pleading deficiencies and missed

deadlines by arguing based on “facts” completely absent from the FAP or record.

Setting aside the State’s blatant attempt to amend the FAP on appeal, its

doctrinal arguments are tortured, at best. Personal jurisdiction does not lie over

Arity 875 for three simple reasons. First, Arity 875, a Delaware LLC with its

principal place of business in Illinois, lacks any meaningful contacts with Texas.

The forum contacts the State attempts to attribute to Arity 875 arise from nonparties’

unilateral conduct or are otherwise legally insufficient. Second, the record evidence

and the State’s allegations establish that Arity 875’s alleged failures to disclose and

other purported omissions occurred outside Texas, if they have any geographic

nexus at all. So, the State’s claims do not arise from or relate to any Arity 875

contacts with the forum, as they must. Third, exercising jurisdiction over Arity 875

would offend principles of fair play and substantial justice, given that Arity 875 lacks

any relevant Texas presence, the relevant documents and witnesses reside outside

Texas, and Illinois is a superior and more efficient forum.

3 To resist these conclusions, the State made the same meritless arguments

below as it does on appeal, and the trial court roundly rejected them.

This Court should do the same and affirm.

STATEMENT OF FACTS

Because the trial court did not issue specific findings of fact, this Court must

construe the record favorably to the trial court’s determination that it lacks

jurisdiction over Arity 875. See infra p. 14.

In reciting the relevant facts, Arity 875 first describes its business. Next, it

discusses the FAP’s allegations that unsuccessfully attempt to link Arity 875 to

Texas. Then, it describes the State’s claims, which challenge out-of-state omissions.

Finally, it describes the case’s procedural history, including important aspects of

which the State fails to mention.

I. Arity 875 Is A Data Analytics Company That Does Not Share Mobile Data with Insurers for Pricing or Underwriting Purposes.

Arity 875 is not an insurance company: it does not promote, offer, sell, or

administer insurance in Texas. See Am. C.R. 81, ¶ 4.1 Arity 875 has no dealings

with the Texas Department of Insurance (“TDI”) or insurance ratemaking in Texas

and does not collect any insurance premiums for policies provided to citizens of any

state, including Texas. Am. C.R. 82, ¶¶ 6-7. Despite those facts, the State asserts,

1 Arity 875’s Sworn Special Appearance and Original Answer (Am. C.R. 56-83) is reproduced at Appellee’s Appendix A-077-A-104. The FAP (Am. C.R. 205-235) is reproduced at A-041-A-071. 4 without citation, that Arity 875 “has committed” tortious “insurance practices”

within Texas. Br. 44.

Arity 875 is a mobility data and analytics company that develops and licenses

a software development kit (“Arity SDK”) to mobile application (“app”) developers.

See Am. C.R. 82, ¶ 8. After the app developer integrates the SDK into their app,

they can use it to collect data about app users’ phone handling, driving, speeding,

and braking (the “Mobile Data”). Id. ¶ 9. Arity 875 requires its mobile app

developer partners to warrant that they are lawfully disclosing Mobile Data to

Arity 875 (i.e., with app users’ consent). Id. ¶ 10. Although the State baldly and

repeatedly asserts that Arity 875 “install[s]” or “plac[es]” the Arity SDK on Texans’

devices,2 it does no such thing. Mobile app developers incorporate the Arity SDK

into their apps and use the Arity SDK to collect Mobile Data only if their end users

voluntarily download the apps and then affirmatively choose to share location data

with the app. See Am. C.R. 82, ¶¶ 8-9; Am C.R. 215, ¶ 36 (State alleging that the

Arity SDK is “installed in a mobile app”), Am. C.R. 216, ¶ 39 (State alleging that

apps “integrated the Arity SDK” and that “an app user [must] allow[] the app to

access their location information” to enable data collection through the SDK).

2 See, e.g., Br. 13 (asserting, without citation, that Arity 875 “installed its software on Texans’ hardware”); Br. 44 (asserting, without citation, that Arity 875 “plac[es] the Arity SDK on Texans’ mobile phones”). Cf. Contra Tex. R. App. P. 38.1(g) (“The statement [of facts] must be supported by record references.”).

5 Mobile app developers, not Arity 875, choose how to integrate the SDK into their

apps, and some developers use the Mobile Data to support features within their apps,

including crash detection. See Am. C.R. 90, ¶¶ 8-9.

Arity 875 does not disclose the Mobile Data to insurers to price or underwrite

consumer insurance policies. See Am. C.R. 82, ¶ 11. Contra Br. 27 (falsely

asserting, without record citation, that Arity 875 “sell[s]” information collected

through the Arity SDK “to Texas insurers”).3 Rather, insights generated from the

Mobile Data (“Mobile Data Insights”) are only ever disclosed to insurers for such

purposes (i) by a separate entity, Arity Services, LLC (“Arity Services”) (which

receives Mobile Data Insights from Arity 875 for limited purposes) and (ii) after a

consumer voluntarily directs an insurer to use the Mobile Data Insights. See Am.

C.R. 82, ¶ 11. As to insurers, the TDI not only knows about, but approves, the use

of driving data in insurance rating decisions because the Commissioner of Insurance

“shall disapprove” a rate filing “if the commissioner determines that the rate does

not comply with the requirements of this chapter.” Tex. Ins. Code § 2251.103(a).

3 The State does not allege, because it cannot, that the two Allstate defendants (Allstate Insurance Company and Allstate Vehicle and Property Insurance Company) sell or issue any type of private passenger automobile insurance policy to Texas residents that makes use of telematics data. Nor has the State pointed to any record evidence to support that proposition.

6 II. The FAP’s Few Jurisdictional Allegations Are Irrelevant.

The State’s Original Petition lacked any jurisdictional allegations. It alleged

in conclusory fashion that “[j]urisdiction is proper for the reasons described

throughout this Petition, including because Defendants engaged in unlawful conduct

targeting the data of Texans, profited from Texans’ data, and harmed millions of

Texas consumers through their actions.” Am. C.R. 10, ¶ 13. The only other arguable

jurisdictional allegation was that Arity 875 maintained a registered agent in Texas.

Am. C.R. 12, ¶ 21.4

After Arity 875 entered its Special Appearance, the State amended its Original

Petition. The State repeated its earlier allegations and added others in a failed

attempt to allege a prima facie case of jurisdiction.

First, the State alleged that “GasBuddy and Fuel Rewards,” two of the app

developers that allegedly used the Arity SDK in their apps, “are headquartered in

Dallas, Texas.” Am. C.R. 216, ¶ 38. But the State did not allege that Arity 875

negotiated or entered contracts with either entity in Texas; that either app had Texas

users; that, if so, that Arity 875 knew that; that Arity 875 contracted with either entity

4 On appeal, the State does not argue that jurisdiction exists based on Arity 875’s registered agent. See generally Br. Nor did it meaningfully argue that point in the trial court. See generally Am. C.R. 240-256. Accordingly, the State has waived any such argument. See, e.g., Gerdes v. Kennamer, 155 S.W.3d 523, 533-34 (Tex. App.-Corpus Christi-Edinburg 2004, pet. denied). 7 to target Texas drivers specifically; or that the contracts were to be performed in

Texas. Nor does the State specifically challenge the contracts’ terms.

Second, the FAP alleged that Arity 875’s privacy statement invited

consumers, “regardless of [their] state of residence,” to contact Arity 875 with

questions or concerns about its privacy practices at a PO Box in Dallas, Texas. Am.

C.R. 211, ¶ 22. But the FAP otherwise makes no reference to this PO Box. The

State does not allege that Arity 875 maintained the PO Box; that any

correspondence, including from Texas residents, was sent to the PO Box; or that

Arity 875 answered any correspondence sent in Texas. Nor does the State assert any

claims related to Arity 875’s handling of any inquiries sent to the PO Box.

Third, the FAP marginally expanded on allegations about the “Arity

Defendants’” marketing services, alleging, in substance, that the “Arity Defendants”

enabled others to target ads based on users’ driving behavior. The FAP alleged that

the “Arity Defendants” “let companies, including [i]nsurers” target drivers based on

“risk, mileage, [and] commuting habits.” Am. C.R. 218, ¶ 43(c). Similarly, it

alleged that “[t]he Arity Defendants or their customers could reach ‘millions of

validated drivers, segmented by driving behavior’ to display ads and promotions.”

Id. Finally, it alleged on information and belief that “the Arity Defendants could

and did display ads to the Texas users of apps that agreed to integrate the Arity

SDK.” Id. But the FAP did not allege that Arity 875 itself advertised to Texas app

8 users. Contra Br. 44 (State asserting, without citation, that “Arity 875 advertises to

Texans”). And even for ads other entities may have published, the FAP did not

allege those ads targeted Texas users specifically (instead of, for example, reaching

Texans incidentally through national campaigns).

III. The State’s Claims Challenge Alleged Omissions That Occurred Outside Texas.

The State spills much ink purporting to describe the collection of Mobile Data

through third-party mobile apps that Arity 875 does not operate and that app users

voluntarily install. See, e.g., Br. 16-17, 36. But specific jurisdiction exists over a

defendant only if liability arises from or relates to the defendant’s forum contacts.

See infra pp. 40-41. Here, the State’s claims arise from or relate to alleged omissions

that occurred, if at all, outside Texas.

The State alleges three claims against Arity 875, but none imposes liability

merely for collecting data. The first claim, under the Texas Data Privacy and

Security Act (“TDPSA”), alleges five violations. Each challenges a failure to

disclose information or obtain consent:

1. Violation 1 - Section 541.102(a)(1): alleged failure to provide a “reasonably accessible and clear privacy notice” indicating the sensitive data Arity 875 allegedly processed as a controller of that data. Am. C.R. 224-25, ¶¶ 63-66.

2. Violation 2 - Section 541.101(b)(4): alleged failure to obtain consumers’ consent before processing their allegedly “sensitive data.” Am. C.R. 225- 26, ¶¶ 67-70.

9 3. Violation 3 - Section 541.102(b): alleged failure to include a statutorily required notice if a “controller” engages in the sale of “sensitive data.” Am. C.R. 226-27, ¶¶ 71-75.

4. Violation 4 - Section 541.103: alleged failure to “provide any disclosure” regarding Arity 875’s alleged sales of personal data, targeted advertising practices, or a method to opt out of either. Am. C.R. 227-28, ¶¶ 76-78.

5. Violation 5 - Sections 541.102(a)(3) and 541.051(b)(5): alleged failure to provide a “reasonably accessible and clear privacy notice” describing how consumers may exercise their consumer rights under the TDPSA. Am. C.R. 228-29, ¶¶ 79-85.

In its second claim, under the Texas Data Broker Law, Tex. Bus. & Com.

Code §§ 509.001 et seq. (the “Data Broker claim”), the State alleges that the “Arity

Defendants,” including apparently Arity 875, were required to, but did not, register

with the Texas Secretary of State’s office as data brokers. See Am. C.R. 230-31, ¶¶

86-91.

Finally, the State asserts a claim for Unfair Methods of Competition and

Unfair or Deceptive Acts or Practices in the Business of Insurance, Tex. Ins. Code

§§ 541.001 et seq. (the “Insurance Code claim”). Lumping all defendants together,

the State alleges that they failed to verify consumers’ consent before purchasing

driving-related data from vehicle manufacturers; turned a “blind eye” to the “strong

possibility” that consumers did not consent to the collection and sale of their

sensitive and/or non-anonymized data to insurers; used allegedly unlawfully

obtained data for defendants’ own car insurance underwriting processes; and

10 marketed and advertised the data to insurers as “driving behavior” data. See Am.

C.R. 231-32, ¶¶ 92-96.5

In short, all three claims purport to impose liability for alleged omissions—

the failure to disclose information to consumers, obtain consumer consent before

allegedly processing certain data, and register as a data broker in Texas. But the

State does not allege that any of those purported omissions “occurred” in Texas or

relate to any purported contacts Arity 875 has with Texas.

If the alleged omissions have any geographic nexus, it is outside Texas. The

unrefuted evidence—which the State fails to acknowledge—establishes that

decision-making concerning Arity 875’s policies with respect to Mobile Data and

Mobile Data Insights occurs outside of Texas. See Am. C.R. 83, ¶ 14. Moreover,

Arity 875, a Delaware LLC with its principal place of business in Illinois, has no

employees or offices in Texas. Am. C.R. 81, 83, ¶¶ 3, 17-18. It also does not have

a telephone listing in Texas or maintain or possess any bank accounts in the state.

Id. at 83, ¶¶ 15-16. Not least, Arity 875’s development and licensing of the SDK is

not specifically directed towards Texas, and none of the Arity 875 teams involved

in those activities is based in Texas. Id. ¶ 13.

5 In its brief, the State cites only the first two of these allegations as to Arity 875. Br. 22. The State thus appears to concede that Arity 875, which is not an insurance company, could not have used any data for its “own car underwriting processes” and that the allegation that certain “defendants” marketed data to insurers is irrelevant to the State’s theory of jurisdiction as to Arity 875. Am. C.R. 232, ¶ 95. 11 IV. The Trial Court Granted Arity 875’s Special Appearance After Striking the State’s Untimely Affidavits.

On January 13, 2025, the State filed its Original Petition. See Am. C.R. 6-51.

On February 19, 2025, Arity 875 timely filed a sworn Special Appearance contesting

personal jurisdiction. See Tex. R. Civ. P. 120a; Am. C.R. 56-83. Subject to that

Special Appearance, Arity 875 answered the State’s Original Petition.6

On February 26, 2025, Arity 875 filed a notice setting its Special Appearance

“for a submission hearing on April 4, 2025, at 9:00 a.m.” Am. C.R. 109. The notice

advised “[a]ll parties” to “timely file any responses or objections in accordance with

the Texas Rules of Civil Procedure and the local rules of this Court.” See id. 109-

110. Under Rule 120a(3), the State needed to file any affidavits opposing the

Special Appearance “at least seven days before the hearing,” so by March 28, 2025.

March 28 came and went, and the State filed no affidavits. Then, on April 2,

in apparent response to Arity 875’s Special Appearance, the State amended its

Original Petition. See Am. C.R. 205-35. The next morning, less than 24 hours

before the hearing date, the State filed affidavits and a brief opposing Arity 875’s

6 The State falsely asserts that Arity 875 argued below it “was only subject to personal jurisdiction in Illinois.” Br. 22 (emphasis added). Arity 875 said no such thing. It merely pointed out it was subject to jurisdiction in Illinois and that Illinois is a superior forum to Texas because Arity 875 is already defending lawsuits alleging materially similar theories of liability there. See Am. C.R. 71- 72. 12 Special Appearance.7 See Am. C.R. 240-342. The State did not explain its delay

but requested a continuance so that it could take jurisdictional discovery. See Am.

C.R. 256. Later that day, Arity 875 moved to strike the affidavits as untimely, also

noting that Rule 120a barred the State’s request for a continuance. See Am. C.R.

343-46.

In response, the State conceded that “Arity 875 [is] correct that the State’s

affidavits were untimely.” Am. C.R. 379. Although the State argued the affidavits

should be considered anyway, it ultimately claimed the affidavits were immaterial,

arguing that “[e]ven if this Court chooses to strike the State’s Affidavits . . . it should

still deny the Special Appearance[].” Am. C.R. 380.

On April 10, 2025, the trial court granted Arity 875’s Special Appearance and

dismissed Arity 875. See Am. C.R. 415. The court also struck the State’s affidavits

as untimely and declined to consider them.8 But the Court considered Arity 875’s

motion, the State’s “response[],” which relied heavily on the allegations in the FAP,

7 The State falsely implies it opposed Arity 875’s Special Appearance and then “further responded by amending its petition.” Br. 23 (emphasis added). In fact, the State first amended its Original Petition, then filed its opposition—precisely so that it could oppose the Special Appearance based on the FAP’s new allegations. 8 In keeping with its pattern of obfuscation, the State’s brief does not even reference the trial court’s decision to strike the State’s affidavits. Nor does the State challenge that ruling on appeal, thus waiving it. See, e.g., Gerdes, 155 S.W.3d at 534; NexPoint Advisors, L.P. v. United Dev. Funding IV, 674 S.W.3d 437, 446-47 (Tex. App.-Fort Worth 2023, two pets. denied). Accordingly, the State’s affidavits in opposition to Arity 875’s Special Appearance (see Am. C.R. 316-32, 337-38; Supp. C.R. 127-43) are not properly before this Court. 13 and the “arguments of the parties.” Id. The Court did not issue written factual

findings or conclusions of law.

STANDARD OF REVIEW

Whether a court has personal jurisdiction over a defendant is a question of law

this Court reviews de novo, “although the court may have to resolve questions of

fact.” Mehta v. State ex rel. Ahmed, 2025 WL 1560037, at *3 (Tex. App. [15th Dist.]

June 3, 2025, no pet.). When the trial court does not issue fact findings and

conclusions of law, as here, the Court is “obligated to view the record favorably to

the trial court’s jurisdictional rulings”—a point the State fails to mention. State v.

Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 427-28 (Tex. 2023).9 If the parties

challenge the trial court’s implied findings for factual sufficiency, i.e., if the parties

“present conflicting evidence that raises a fact issue,” this Court “will resolve the

dispute by upholding the trial court’s determination.” Mehta, 2025 WL 1560037, at

*3 (quoting TV Azteca v. Ruiz, 490 S.W.3d 29, 36 n.4 (Tex. 2016)). Where relevant

facts are undisputed, the question is simply whether they establish jurisdiction. See

id. (citing Old Republic Nat’l Title Ins. Co. v. Bell, 549 S.W.3d 550, 558 (Tex.

2018)).

9 In a personal jurisdiction appeal in which the State initially prevailed in trial court, the State emphasized in its appellate brief, citing Volkswagen, that “[b]ecause no findings of fact were issued, the Court is obligated to view the record favorably to the trial court’s jurisdictional rulings.” Am. Br. of Appellee, Google LLC v. State, 2023 WL 5672666, at *18 (Tex. App.-Corpus Christi Aug. 23, 2023) (cleaned up). Here, having lost in the trial court, the State apparently preferred to omit that uncontroversial proposition from its opening brief. 14 LEGAL STANDARD

The Court shall determine a special appearance based on “the pleadings, any

stipulations made by and between the parties, such affidavits and attachments as may

be filed by the parties, the results of discovery processes, and any oral testimony.”

Tex. R. Civ. P. 120a(3).

Texas courts may assert personal jurisdiction over a nonresident if “(1) the

Texas long-arm statute authorizes the exercise of jurisdiction, and (2) the exercise

of jurisdiction is consistent with federal and state constitutional due-process

guarantees.” Google LLC v. State, 2025 WL 52611, at *1 (Tex. App.-Corpus

Christi-Edinburg Jan. 9, 2025, pet. abated) (citing Moki Mac River Expeditions v.

Drugg, 221 S.W.3d 569, 574 (Tex. 2007)). Because the Texas long-arm statute

extends jurisdiction as far as the federal constitution permits, the statute’s

requirements are met if the exercise of jurisdiction “comports with federal due

process limitations.” Id. (citation omitted); Tex. Civ. Prac. & Rem. Code Ann.

§ 17.042. The opposite is not true: a plaintiff’s allegations might “satisfy the Texas

Long–Arm Statute, but not necessarily the U.S. Constitution.” Michiana Easy Livin’

Country, Inc. v. Holten, 168 S.W.3d 777, 788 (Tex. 2005).

Under the federal Due Process Clause, personal jurisdiction is proper when a

“nonresident defendant has established minimum contacts with the forum state, and

the exercise of jurisdiction comports with ‘traditional notions of fair play and

15 substantial justice.’” Moki Mac, 221 S.W.3d at 575 (quoting Int’l Shoe Co. v.

Washington, 326 U.S. 310, 316 (1945)); U.S. Const. amend. XIV, § 1.

Minimum contacts can give rise to either general or specific jurisdiction. See

Google, 2025 WL 52611, at *2. Here, the State does not argue Arity 875 is subject

to general jurisdiction, only specific jurisdiction. Specific jurisdiction lies when the

defendant has purposefully availed itself of the forum and the claims arise from or

relate to the defendant’s forum contacts. See id. Purposeful availment and

relatedness are “co-equal components” of the analysis, and the Court may begin with

either. Id. at *5-6.

The parties bear shifting burdens of proof in a personal jurisdiction challenge.

First, the plaintiff must plead sufficient allegations to satisfy Texas’s long-arm

statute. Kelly v. Gen. Interior Constr., Inc., 301 S.W.3d 653, 658 (Tex. 2010). If

the plaintiff fails to do so, “the defendant need only prove that it does not live in

Texas to negate jurisdiction.” Id. at 659. If the plaintiff carries its initial burden, the

defendant then must “negate all bases of personal jurisdiction alleged by the

plaintiff.” Id. at 658. But that burden “is tied to the allegations in the plaintiff’s

pleading,” id., meaning that a defendant need not “negate jurisdictional allegations

appearing only in the response to the special appearance,” Steward Health Care Sys.

LLC v. Saidara, 633 S.W.3d 120, 129 (Tex. App.-Dallas 2021, no pet.).

16 A defendant may negate jurisdiction factually or legally. That is, the

defendant may show it lacks the alleged contacts with Texas or that jurisdiction does

not lie even if the plaintiff’s allegations are true. See Kelly, 301 S.W.3d at 659.

SUMMARY OF ARGUMENT

This Court lacks jurisdiction over Arity 875 for three independent reasons.

First, Arity 875 did not purposefully avail itself of the Texas forum. Its

principal place of business is outside Texas. It has no employees, offices, or bank

accounts in the State, and neither its services nor its development or licensing of its

SDK are specifically targeted to Texas. See Am. C.R. 82-83.

The purported Texas contacts the State tries to attribute to Arity 875 do not

move the needle. The State alleges Arity 875 contracted with two mobile app

developers headquartered in Texas. But it is well settled that merely contracting

with a forum resident is insufficient to establish personal jurisdiction. The State also

claims Arity 875 collects data about Texans through an SDK that mobile app

developers choose to integrate into apps that Texans choose to download. But

personal jurisdiction cannot lie based on nonparties’ unilateral conduct. For the

same reason, that Arity 875 allegedly enables unspecified nonparties to advertise to

Texans does not establish that Arity 875 itself has contacts with Texas.

Second, the State’s claims do not relate to any contacts Arity 875 may have

with Texas. The claims instead concern alleged omissions and corporate policy

17 decisions—to not provide certain disclosures, obtain certain consents, or register

with a unit of Texas government. To the extent those alleged omissions can be

linked with any forum, it is not Texas, as the trial court necessarily concluded.

Third, traditional notions of fair play and substantial justice cut sharply

against jurisdiction. Arity 875 lacks relevant contacts with Texas and would need

to litigate this case away from the key witnesses and evidence. And interstate

federalism interests point to Illinois as a superior and more efficient forum.

ARGUMENT

I. Arity 875 Has Not Purposefully Availed Itself of the Texas Forum.

Because the State has disclaimed any reliance on a directed-a-tort theory of

specific jurisdiction (Br. 43-44), specific jurisdiction exists only if Arity 875 (not

any other entity) has contacts with Texas (not Texas residents) that, in turn, give rise

or relate to the State’s claims. Arity 875 lacks any such contacts.

Three principles guide the purposeful availment analysis: (i) the defendant’s

forum contacts matter—not the plaintiff’s or any other party’s; (ii) the defendant’s

contacts must be “purposeful,” not “random, isolated or fortuitous”; and (iii) the

defendant must seek some “benefit, advantage, or profit” by “availing itself of the

jurisdiction.” Michiana, 168 S.W.3d at 785.

Here, Arity 875 has no relevant contacts with Texas. Arity 875 has no

meaningful physical presence in Texas. It does not own, lease, or otherwise maintain

18 real property in Texas, including office space, does not have a telephone listing in

Texas, and does not maintain or possess any bank account in Texas. See Am. C.R.

83, ¶¶ 15-16, 18. Other potentially relevant conduct also occurs outside Texas. The

development and licensing of the Arity SDK are not specifically directed towards

Texas, and the teams involved in those activities are also not based in Texas. See id.

¶ 13. Likewise, decision-making concerning Arity 875’s policies with respect to

Mobile Data and Mobile Data Insights occurs outside of Texas, which is hardly

surprising, given that Arity 875 has no employees in Texas. See id. ¶¶ 14, 17. And,

as discussed below (p. 42), none of the challenged omissions or failures to disclose

here “occurred” in Texas.

Against this backdrop, the State attempts to assert jurisdiction over Arity 875

primarily based on other entities’ Texas contacts, contrary to longstanding U.S.

Supreme Court and Texas Supreme Court precedent. The State also errs in relying

heavily on Volkswagen, a decision that is distinguishable several times over.

19 A. That Two Mobile App Developers Allegedly Headquartered in Texas Incorporated the Arity SDK Into Their Apps Does Not Mean Arity 875 Has Contacts with Texas.

The State argues Arity 875’s alleged contracts with two mobile app

developers allegedly headquartered in Texas constitute Arity 875’s purposeful

availment of Texas.10 That is wrong for at least two reasons.

First, the State places load-bearing weight on assertions not in the FAP. The

State asserts, without citation, that Arity 875 had “many contacts with Texas over

the course of several years” based on Arity 875’s contracts with GasBuddy and Fuel

Rewards. Br. 30. Also without citation, the State asserts that Arity 875 “entered

into years-long agreements to install the Arity SDK, expand the apps’ user base,

perform services on the apps, advertise to app users, and continually collect Texans’

user data from Texas devices.” Id.; see also id. at 16 (asserting that “[g]iven that

both operated in Texas, Arity 875 knew either actually or constructively that Fuel

Rewards and GasBuddy had Texas users”). The State adds, again without citation,

10 The State also seems to suggest that Arity 875’s contracts with non Texas-based developers somehow also constitute purposeful availment of the Texas forum. See, e.g., Br. 30 (“Arity 875 entered into agreements with Texas-based companies Excentus Corporation and GasBuddy LLC (as well as others) that required Arity 875 to have many contacts with Texas over the course of several years.”) (first emphasis added). But the State fails to allege that those other contracts have any Texas nexus whatsoever. To the extent the State argues that the other apps collected data about Texas residents because Texas residents happened to download and use the apps, that theory fails because specific jurisdiction must arise from contacts the defendant itself creates with the forum. See infra Argument § I.C. 20 that Arity 875 made “monthly payments to both companies,” namely, GasBuddy and

Fuel Rewards. Id. at 31.

But those assertions are not in the FAP or the record below, and the State’s

audacious effort to amend its pleading on appeal reflects a disregard for the rules.

See Kelly, 301 S.W.3d at 658; Steward, 633 S.W.3d at 129. The FAP does not allege

when Arity 875 entered into contracts with GasBuddy and Fuel Rewards; that those

contracts were negotiated or entered into within Texas; that Arity 875 contracted

with GasBuddy and Fuel Rewards to target Texas drivers specifically; that Arity 875

even knew that GasBuddy or Fuel Rewards had Texas users; that Arity 875

contracted with either entity to increase the apps’ user base and, more relevant, their

Texas user base; or that Arity 875 made “monthly payments” to either company.

(The words “month” and “monthly” do not appear in the FAP.)

Second, even if it had been sufficiently pleaded, the allegation that Arity 875

contracted with entities headquartered in Texas cannot, as a matter of law, establish

that Arity 875 purposefully availed itself of Texas. It is well settled that “merely

contracting with a Texas resident does not satisfy the minimum contacts

requirement, and jurisdiction is not justified by the single fact that a contract is

payable in Texas.” Caerus Oil & Gas, LLC v. Terra Energy Partners, LLC, 2023

WL 2169495, at *15 (Tex. App.-Houston [1st Dist.] Feb. 23, 2023, no pet.)

(collecting cases) (cleaned up). See also, e.g., Aldossari ex rel. Aldossari v. Ripp,

21 49 F.4th 236, 259 (3d Cir. 2022) (“Merely entering into a contract with a resident of

a state, absent any indication that the contract was executed or performed there, is

insufficient to justify the exercise of personal jurisdiction in that state.”). Even

“numerous telephone communications with people in Texas do not,” standing alone,

“establish minimum contacts.” Old Republic, 549 S.W.3d at 560.

The State cites several cases for the unremarkable proposition that a single

contract with a forum resident can sometimes establish purposeful availment. Br.

29-30. But those cases are distinguishable. Michiana, if anything, aids Arity 875.

There, the Texas Supreme Court explained that “the United States Supreme Court

has emphatically answered the question whether a single contract with a Texas

resident can automatically establish jurisdiction—the answer clearly is that it

cannot.” 168 S.W.3d at 786 (cleaned up). The Court acknowledged that a single

franchise agreement or life insurance contract may support purposeful availment

because those agreements involve “many contacts” with the forum “over a long

period of time.” Id. at 787. But Michiana did not involve a franchise agreement or

life insurance contract and neither does this case. See id. The State also has failed

to allege that Arity 875 even entered the contracts with GasBuddy and Fuel Rewards

within Texas, much less that Arity 875 had other sustained contacts with Texas in

connection with either contract. Not least, whereas Michiana involved a dispute

between the contracting parties (see id. at 781), this case does not.

22 In Burger King Corp. v. Rudzewicz, another case the State cites (Br. 29), the

Court confirmed that an “individual’s contract with an out-of-state party” cannot

alone “automatically establish sufficient minimum contacts” and explained that

court must also consider “prior negotiations and contemplated future consequences,

along with the terms of the contract and the parties’ actual course of dealing.” 471

U.S. 462, 478-79 (1985). The Court upheld the exercise of jurisdiction because the

defendant, one of plaintiff’s franchisees, had “entered into a carefully structured 20-

year relationship that envisioned continuing and wide-reaching contacts” with the

plaintiff in Florida; the contracts provided that the “franchise relationship [wa]s

established in Miami and governed by Florida law” and called for payment of fees

“to the [plaintiff’s] Miami headquarters”; and the defendant voluntarily accepted

“long-term and exacting regulation of his business” from the plaintiff’s Florida

headquarters. Id. at 465-66, 480. Here, the State does not allege remotely

comparable facts. If anything, it alleges that Arity 875’s contracts with app

developers resulted in the collection of data about individuals across the country.

See Am. C.R. 214, ¶ 31.

Micromedia v. Automated Broadcast Controls, a nearly forty-year-old breach-

of-contract case, is equally unhelpful to the State. 799 F.2d 230, 234 (5th Cir. 1986).

There, the defendant had telephone conversations with the plaintiff “in Texas,”

pursuant to which the defendant shipped equipment to the plaintiff “in Texas,” and

23 the contract between the parties was to be performed in part “in Texas.” Id. at 234.

Again, the State does not allege comparable facts with respect to Arity 875’s alleged

contracts with GasBuddy and Fuel Rewards.

B. That Arity 875 Could Be Unilaterally Contacted at a Dallas PO Box Does Not Establish Specific Jurisdiction.

The State also argues that, because individuals may contact Arity 875 at a

Dallas PO Box with questions or concerns about Arity 875’s privacy practices,

“Arity 875 knew its conduct would affect the privacy rights of Texas individuals.”

Br. 32. That is a non sequitur. Arity 875 invited users across the entire United States

and any users not located in Switzerland, the UK, the European Union, and the

European Economic Area to send inquiries to the Dallas PO Box. See id. at 33

(citing screenshot that does not appear in the FAP). That broad invitation negates

any inference that Arity 875 targeted Texans specifically.

Regardless, the PO Box allegation does not give rise to jurisdiction, whether

as a matter of purposeful availment or relatedness. As to purposeful availment, there

are no allegations that Arity 875 even maintains the PO Box. (Again, it has no

employees in Texas to do so, and Defendants Arity, LLC and Arity Services have

not contested jurisdiction in this case.) And being reachable at an address in Texas

alone does not establish an affirmative forum contact. See Verizon California Inc.

v. Douglas, 2006 WL 490888, at *6 (Tex. App.-Houston [1st Dist.] Mar. 2, 2006, no

pet.) (that California company indicated to California state authority that it could be 24 reached at a Texas PO Box was insufficient to demonstrate purposeful availment of

Texas); Kinsale Ins. Co. v. Clearview Horizon, Inc., 2022 WL 742718, at *9 (D.

Idaho Mar. 11, 2022) (rejecting jurisdiction and explaining that “[r]elying on an

Idaho mailing address for convenience does not strike the Court as ‘affirmative

conduct’ which promotes the transaction of business in Idaho”). Courts have also

held that even statements reflecting a defendant’s awareness of and compliance with

forum-specific laws do not show that the defendant targeted the forum. See, e.g.,

Castelaz v. Estée Lauder Cos., 2024 WL 136872, at *5 (N.D. Ill. Jan. 10, 2024)

(following “[c]ourts in other jurisdictions [that] have found that invoking a forum

state’s privacy laws on a website or in terms of use, standing alone, is insufficient to

show that a defendant targeted consumers in the forum state” and collecting cases).

As to relatedness, none of the State’s claims have anything to do with the PO

Box. The State does not allege, for example, that any correspondence was sent to

the PO Box, much less from Texas residents. Nor does the State assert any claims

related to Arity 875’s handling of any questions or concerns sent to the PO Box. In

short, the PO Box has no connection, much less a “substantial connection,” with the

“operative facts” of any of the State’s claims.

C. That Texans Happened to Download and Use Apps That Incorporated the Arity SDK Does Not Mean Arity 875 Has Contacts with Texas.

The State next suggests that because Texas users happened to download and

use apps that incorporated the Arity SDK, those unilateral decisions subject

25 Arity 875 to jurisdiction in Texas. Br. 33-36. That argument flouts settled precedent

and distorts the record. It must be rejected.

The State argues Arity 875 has contacts directly with Texans based on the

unpleaded and unsupported premise that Arity 875 “install[ed] the Arity SDK on

millions of Texas mobile devices.” Br. 33. See also id. at 35 (asserting that Arity

875 “install[ed] software on devices nationwide, including Texas”); id. at 36

(asserting that Arity 875 “maintains a constant physical presence in Texas” through

the Arity SDK).

The State is deeply wrong. Arity 875 does not “place” or “install” anything

on any user’s device. Rather, the State’s allegations—and the undisputed

evidence—show that mobile app developers license the Arity SDK from Arity 875

and incorporate the Arity SDK into their apps. See Am. C.R. 214, ¶ 31 (alleging

that the Arity SDK is “install[ed] . . . into various mobile apps”); Am. C.R. 215, ¶ 36

(alleging that the Arity SDK is “installed in a mobile app”); Am. C.R. 216-17, ¶ 40

(alleging that “Defendants granted an app developer a limited license to integrate the

Arity SDK into the developer’s mobile app”).11 The mobile app developer, not

Arity 875, then markets its app and acquires users. Users download the app, install

it on their device, and enable location services. See Am. C.R. 216, ¶ 39. Then, only

11 Even if the State’s efforts to expand the record on appeal were proper, this Court must resolve all factual disputes most favorably towards the trial court’s conclusion that specific jurisdiction does not lie over Arity 875. See supra p. 14. 26 after at least two third parties—developers and users—have made several unilateral

choices does the Arity SDK collect data. The result is that Arity 875 has no

assurance, by licensing its SDK to any developer, that Arity 875 will receive data

from Texas drivers. Whether it receives such data depends entirely on whether

mobile app developers incorporate the SDK, make their app available to Texans (or

simply anyone passing through Texas), Texas drivers download apps that

incorporate the Arity SDK, use those apps, and elect to share their location

information with the apps—dependencies that are beyond Arity 875’s control and

may change at any given time.

Those are exactly the types of random and fortuitous forum contacts—by

persons other than Arity 875—that cannot support specific jurisdiction. As the

Texas and United States Supreme Court have explained time and again, specific

jurisdiction must rest exclusively on the defendant’s contacts—not the plaintiff’s or

any other parties’—with the forum itself, not forum residents. See Walden v. Fiore,

571 U.S. 277, 289 (2014) (lower court erred “by shifting the analytical focus from

[defendant’s] contacts with the forum to his contacts with [the plaintiffs]”)

(emphasis added); Old Republic, 549 S.W.3d at 561 (“[A] proper minimum-contacts

analysis looks to the defendant’s contacts with the forum state itself, not the

defendant’s contacts with persons who reside there.”); BRP-Rotax GmbH & Co. KG

v. Shaik, 2025 WL 1727903, at *4 (Tex. June 20, 2025) (“[J]urisdictionally relevant

27 activities must have been the defendant’s own choice.”) (cleaned up). Moreover,

mere knowledge that “the effects of [the defendant’s] actions will be felt by a

resident plaintiff” is “insufficient to confer personal jurisdiction over the

nonresident.” Searcy v. Parex Res., Inc., 496 S.W.3d 58, 69 (Tex. 2016).

Courts have applied those principles to reject jurisdiction in similar

circumstances. In McDonald v. Kiloo ApS, for example, to support specific

jurisdiction over an SDK developer in California, the plaintiffs argued the developer

“was aware that the Disney gaming apps” on which the SDK was allegedly installed

“would be engaged on children’s mobile devices in California.” 385 F. Supp. 3d

1022, 1041 (N.D. Cal. 2019). Cf. Br. 16, 34 (asserting that Arity 875 knew “actually

or constructively that Fuel Rewards and GasBuddy had Texas users” and that “Arity

875 and its co-defendants” planned “to install the Arity SDK on mobile devices

across the country”). The Court batted away that argument, emphasizing that

“personal jurisdiction must arise out of contacts that the defendant himself creates

with the forum State” and cannot rest on the mere “foreseeability of harm” in the

forum. 385 F. Supp. 3d at 1041 (cleaned up). See also Dalal v. Clearview AI, Inc.,

2025 WL 1726259, at *8 (D.N.J. May 1, 2025), report and recommendation

adopted, 2025 WL 1725010 (D.N.J. June 20, 2025) (alleged deployment of

“software to collect online pictures of individuals and mine their biometric data” did

28 not establish personal jurisdiction “merely because that activity encompasses data

belonging or related to individuals hailing from the forum state”).

In this respect, apps that embed SDKs are like universally accessible websites,

and the fact that Texans happen to use those websites does not subject the websites

to jurisdiction in Texas. Cf. Shaik, 2025 WL 1727903, at *7 (“[T]he Shaiks are

surely correct that Texans may have interacted with Rotax’s website, but they have

not identified anything about the website that targets Texas or Texans.”). Alves v.

Goodyear Tire & Rubber Co., 683 F. Supp. 3d 111, 117 (D. Mass. 2023), appeal

dismissed, 2023 WL 9782813 (1st Cir. Dec. 18, 2023) (“The only reason why

www.goodyear.com interacted with a browser located in Massachusetts is that [the

plaintiff] accessed the website in the State. The personal jurisdiction analysis,

however, concentrates on the contacts the defendant himself created with the forum

-- not those created by the plaintiff.”) (footnote omitted) (cleaned up); Johnson v.

TheHuffingtonPost.com, Inc., 21 F.4th 314, 320 (5th Cir. 2021) (“Making a website

that’s visible in Texas, of course, does not suffice” to establish specific jurisdiction

because, “[i]f it could, our jurisdiction would have no limit; a plaintiff could sue

everywhere.”) (cleaned up). If a universally accessible app is not subject to

jurisdiction in a forum simply because forum residents happen to use the app, the

same must be true, a fortiori, for the developer of a component of that app—like

Arity 875.

29 The State’s cited authorities do not support its argument. In MDSave, Inc. v.

Sesame Inc., the Court held that the defendant availed itself of Texas because its

website was sufficiently interactive. 2023 WL 353998, at *5 (W.D. Tex. Jan. 11,

2023). There, the website allowed the defendant’s patients to conduct business with

the defendant over the internet and “browse for, select, and complete purchases of

medical services directly through the website.” Id. Here, the State does not allege

that Arity 875 publishes a website (or app) in Texas, much less one that permits

Texans to purchase goods or services from Arity 875. Rather, Arity 875 offers its

services exclusively to other businesses, not consumers, in arrangements that lack

any nexus to Texas. See Am. C.R. 82, ¶ 8.

TravelJungle v. American Airlines, Inc. does not aid the State either. 212

S.W.3d 841 (Tex. App.-Forth Worth 2006, no pet.). There, the defendant sent

software to American Airlines’ website and, in turn, its servers in Texas, to scrape

information from the website without American Airlines’ consent. See id. at 850.

Here, Arity 875 does not send any software to any devices in Texas. Rather,

developers license the SDK from Arity 875 and choose to incorporate the Arity SDK

into their own apps. Nothing about Arity 875’s agreements with mobile app

developers establishes a contact between Arity 875 and any Texas device or

guarantees that the SDK will operate on any phones in Texas. Nor has the State

30 alleged that Arity 875 knew that its contracts with GasBuddy, Fuel Rewards, or any

other developer would result in the apps collecting data from Texans.

The State asserts “Arity 875 was entirely aware that its software would be

installed on devices located within Texas, as demonstrated both by its own

declaration and the fact that Arity 875 collected mobile phones’ Texas location

information.” Br. 38-39; see also Br. 35 (similar). Yet again, the State mangles the

record. The cited portion of the declaration states something completely different:

“Arity 875 does not target its services specifically to Texas; rather, its services are

equally available in Texas as they are in all other States.” Am. C.R. 82, ¶ 12. That

statement contradicts the State’s position. It means, as the trial court necessarily

agreed, that Arity 875 does not specifically seek out Texas app developers to license

its SDK and that the licensing offer is available equally to developers in Texas as in

any other state. The declaration says nothing about what Arity 875 knows, or could

know, about where particular app partners’ users are located. Even if Arity 875 later

receives information from the Arity SDK indicating that a particular phone was in

Texas, that does not mean Arity 875 was knowingly targeting that device earlier.

See also Hasson v. FullStory, Inc., 114 F.4th 181, 196 (3d Cir. 2024) (“[A]

defendant’s post hoc discovery” that purportedly tortious conduct “was received in

the forum, without more, does not establish that the company ‘targeted’ (or

‘expressly aimed’ its conduct at the forum.”)) (cleaned up). As a result, the

31 allegations and evidence here show that Arity 875 did not “deliberately direct[] its

activity toward” any Texas devices or individuals. TravelJungle, 212 S.W.3d at 851.

Finally, even if TravelJungle, a nearly 20-year-old case, were not factually

distinguishable, its analysis is also suspect. Primarily, it fails to grapple with the

Texas Supreme Court’s “express[] reject[ion]” of the “directed-a-tort” theory of

specific jurisdiction, Searcy, 496 S.W.3d at 69, and the fortuity of the fact that

American Airlines’ servers were in Texas. More recently, in Key Management

Group, LLC v. Meridian Hospital Systems Corp., the court sustained a special

appearance when the defendant accessed plaintiff’s servers in Texas but did not

know the servers were located there. 2021 WL 1538237, at *4 (Tex. App.-Houston

[14th Dist.] Apr. 20, 2021, no pet.). The servers’ location in Texas “was merely

fortuitous,” and the plaintiff “unilaterally chose the location for its servers.” See id.

D. That Third Parties Allegedly Targeted Advertisements to Texas Does Not Mean Arity 875 Has Contacts with Texas.

The State’s last gasp is to argue that Arity 875 somehow has contacts with

Texas because nonparties may, using Arity 875’s platform, target advertisements to

Texas residents. Br. 39-41.

At several points, the State misleadingly suggests that Arity 875 itself

“advertises to Texans.” Br. 44.12 But the FAP alleges no such thing. It alleges that

12 See also Br. 13 (asserting, without citation, that “Arity 875 . . . targeted Texas consumers for advertising”); id. at 40 (purporting to describe “Arity 875’s advertising and marketing”). 32 unspecified “Arity Defendants” “let companies, including [i]nsurers” target drivers

based on “risk, mileage, [and] commuting habits.” Am. C.R. 218, ¶ 43(c) (emphasis

added). Similarly, it alleges that unspecified “Arity Defendants or their customers

could reach ‘millions of validated drivers, segmented by driving behavior’ to

display ads and promotions.” Id. (emphasis added). Finally, the FAP alleges, on

information and belief, “the Arity Defendants could and did display ads to the Texas

users of apps that agreed to integrate the Arity SDK.” Id. But the FAP does not

allege that those were Arity 875’s ads or that the ads specifically targeted Texas

users, rather than reach them incidentally through national campaigns.

And for multiple reasons, the State cannot assert jurisdiction over Arity 875

based on third parties’ advertising. First, as discussed, Arity 875’s forum contacts

are decisive, not those of other parties. See supra p. 18. Here, the State has

disavowed any attempt to assert jurisdiction over Arity 875 based on other

defendants’ contacts, much less those of unrelated third parties. See Am. C.R. 250.

Moreover, the allegation that Arity 875 enables other parties to target

advertisements to Texans does not even facially allege a contact between Arity 875

and “the forum state itself.” Old Republic, 549 S.W.3d at 561. Second, whether any

advertisements reach Texas drivers depends on factors entirely out of Arity 875’s

control, primarily, whether an advertiser chooses to target its advertisement to Texas.

If no advertiser were to do so, the State’s advertising-based argument for specific

33 jurisdiction would vanish. Specific jurisdiction cannot arise from such contingent

and fortuitous “contacts” with a forum. See, e.g., Shaik, 2025 WL 1727903, at *4.

The State’s cited authorities do not suggest otherwise. Moki Mac is inapposite

because the Court was analyzing the jurisdictional significance of the defendant’s

own advertising in the forum. See 221 S.W.3d at 577. Here, the State does not allege

that Arity 875 advertised its services in Texas. And UMG Recordings, Inc. v.

Kurbanov, 963 F.3d 348 (4th Cir. 2020) and Mavrix Photo, Inc. v. Brand

Technologies, Inc., 647 F.3d 1218 (9th Cir. 2011) are distinguishable because, in

both, the defendant was displaying ads to the defendant’s own user base on a website

the defendant owned and operated—factors that demonstrated the defendant’s

purposeful availment of the forum. UMG Recordings, 963 F.3d at 348; Mavrix, 647

F.3d at 1230. Here, the State does not allege, nor could it, that Arity 875 owns or

operates a website or app on which it displays location-targeted advertisements to

its own “user base.” Finally, Facebook, Inc. v. Doe is distinguishable because

Facebook allegedly had far more extensive contacts with Texas than Arity 875:

Facebook had millions of users of its site and services in Texas, itself “advertise[d]

its services to Texas customers,” “derive[d] substantial revenue from Texas,” and

“hire[d] employees in Texas.” 650 S.W.3d 748, 754 (Tex. App.-Houston [14th

Dist.] 2022, pet. denied). Beyond that, Facebook allegedly “purposefully direct[ed]

tailored advertisements to each Texas user, of which there are millions.” Id. at 757

34 (emphasis added). Here, the State does not allege that Arity 875 even has its own

“users” or that Arity 875 directed advertisements to “each” end-user of a partner app

in Texas.

In short, the State cannot assert jurisdiction over Arity 875 based on

unidentified third parties’ advertising efforts.

E. Volkswagen and the Stream-of-Commerce-Plus Framework Are Inapposite.

The State’s personal jurisdiction argument is built on a faulty analogy to the

Texas Supreme Court’s decision in State v. Volkswagen Aktiengesellschaft, 669

S.W.3d 399 (Tex. 2023). Volkswagen does not apply here for at least five reasons.

First, the stream-of-commerce-plus theory referenced in Volkswagen (id. at

416), which the State tries to invoke here (Br. 28), applies only in products-liability

cases. As the Texas Supreme Court clarified just this year “in certain product-

liability cases, plaintiffs may leverage the stream-of-commerce-plus test to

conceptualize the manufacturer’s minimum contacts with Texas.” Shaik, 2025 WL

1727903, at *4 (emphasis added) (cleaned up). Volkswagen “was not even a ‘stream

of commerce’ case.” Id. at *8.

Neither is this one. Arity 875 is not a “manufacturer,” and the Arity SDK is

not a tangible “product.” Cf. Fresh Coat, Inc. v. K-2, Inc., 318 S.W.3d 893, 897

(Tex. 2010) (citing approvingly definitions of a “product” as “tangible personal

property”); Dallas Cent. Appraisal Dist. v. Tech Data Corp., 930 S.W.2d 119, 123

35 (Tex. App.-Dallas 1996, writ denied) (computer application software was not

“tangible personal property” for purposes of property tax provisions). Even if the

Arity SDK were a “product,” the State does not allege the SDK is defective. Instead,

the State has sued Arity 875 for alleged web and app-based omissions concerning

Arity 875’s privacy and data practices. Accordingly, the stream-of-commerce-plus

test used in products liability cases does not apply.

Second, while the Volkswagen court analogized to the stream-of-commerce-

plus theory in upholding specific jurisdiction, the facts that supported the analogy

there are completely absent here. Under the stream-of-commerce-plus test, “[w]hen

a nonresident manufacturer has no knowledge, care, or control over where a product

ends up,” Texas courts “require some ‘plus factor’ to establish purposeful

availment.” Volkswagen, 669 S.W.3d at 417. Those “plus factors” include

“marketing the product through a distributor who has agreed to serve as the sales

agent in the forum state” or “creating, controlling, or employing the distribution

system that brought the product into the forum state.” Id. (cleaned up).

In Volkswagen, the Court relied on those factors to assert specific jurisdiction

over German car manufacturer defendants (“VW Germany”). VW Germany

structured its contractual relationships with a North American affiliate, VW

America, and a network of car dealerships, including in Texas, to grant VW

Germany complete control over recall and service campaigns. Id. at 418. Neither

36 VW America nor the dealerships “had discretion to initiate or refuse to implement a

recall or service campaign. When the German manufacturers initiated those

campaigns, VW America was required to fall in line at their say-so and to compel

the dealerships to do the same.” Id. VW Germany leveraged that control to institute

recall and service campaigns with respect to “targeted vehicles,” including in Texas,

to install software on those vehicles designed to circumvent environmental

protection laws. See id. at 409.

Because of that unique and pervasive control, the Court reasoned VW

Germany had sufficient contacts with Texas. See id. at 418. For the same reason,

the Court concluded it “need not disregard corporate separateness or fuse the

intermediaries with the German manufacturers” to assign jurisdictional significance

to “the contractual relationship the parties designed with regard to the specific

mechanism by which the wrongful conduct occurred in Texas.” Id. at 419. See also

Br. 31.

Here, the State tries to jam a square peg into a round hole by comparing

Arity 875 to VW Germany. The State claims “Arity 875 controls the distribution of

its product by contracting with companies to provide services to Texans and collect

data in Texas.” Br. Argument § I.A.1. Setting aside that no “product” is at issue

here, the State does not allege that Arity 875 has control over app developers that

remotely resembles the control VW Germany had over its affiliates. The State

37 contends Arity 875 “used its contractual authority with the app developers to install

the [Arity SDK].” Br. 32 (citing Am. C.R. 206-08). But nothing in the cited portion

of the record supports the proposition, and the FAP contradicts it. The FAP alleges

that developers elected to incorporate the Arity SDK in arm’s-length contracts in

exchange for substantial remuneration. See Am. C.R. 207, ¶ 5 (alleging that

“Defendants paid app developers millions of dollars to integrate Defendants’

software into their apps”). App developers had the right and opportunity to decline

to incorporate the Arity SDK into their apps if, say, the price were not right or for

any other reason. As a result, Arity 875, unlike VW Germany in Volkswagen, did

not leverage an “established and preexisting” system to forcibly “install” the Arity

SDK into any mobile apps, and the apps were not mere “conduits” (Br. 32) for any

such installation. 669 S.W.3d at 416.13

Third, the State does not allege that Arity 875 knew when licensing the Arity

SDK to a developer that an app’s end-users would reside in Texas, much less that

Arity 875 attempted to have the Arity SDK operate on preidentified, “targeted

devices.” Whether an app collects data about a Texas resident depends on whether

a Texan downloads the app and enables location sharing—factors out of Arity 875’s

13 The State also asserts, without an accurate supporting citation, that Arity 875 “supplied and approved the consent terms at issue in this case.” Br. 32 (citing Am. C.R. 206-08). In fact, the FAP alleges only that unspecified “Defendants had varying levels of control over the privacy disclosures and consent language that app developers presented and obtained from consumers.” Am. C.R. 208, ¶ 8. 38 control that could change at a moment’s notice. See supra pp. 26-27; Am. C.R. 216,

¶ 39. By contrast, the tampering at issue in Volkswagen was directed at “targeted

vehicles” that the German manufacturers had already identified. 669 S.W.3d at 409.

VW Germany “reached in [to Texas] to modify those [targeted] vehicles.” Id. at

417. Arity 875 did no such thing; it licensed its SDK to developers, which then

incorporated it into their apps. In this way, the Arity SDK is akin to “ordinary

software updates . . . released for download without regard to where the consumer is

located,” which raise no Volkswagen issues. Id. at 425.

Fourth, the software VW Germany required its affiliates to install on targeted

vehicles was itself “tainted” and part of an “unlawful” and “illegal” scheme to

“circumvent environmental protection laws.” 669 S.W.3d at 405, 407-08, 427.

VW Germany’s conduct in installing the update would have been unlawful even if

consumers knew the update’s purpose and consented to it. That is not true here.

Even under the State’s theory, had Arity 875 provided the disclosures and obtained

the consents the State claims it should have, there would be no liability whatsoever.

The State does not allege the Arity SDK itself is unlawful.

Finally, the State relies on Volkswagen’s conclusion that a defendant “need

not single Texas out in some unique way” relative to other states, “to satisfy

constitutional dictates.” 669 S.W.3d at 420; see also id. at 420-21; Br. 35, 37. But

here, Arity 875 has no relevant contacts with Texas, for all the reasons explained

39 previously. Evidence that Arity 875’s services are equally available in all states (see

Am. C.R. 82, ¶ 12) does not establish that Arity 875 has relevant contacts in a

particular forum, including Texas.

II. The State’s Claims Are Not Substantially Connected to Arity 875’s Purported Forum Contacts Because the Claims Challenge Out-of- State Conduct.

A nonresident defendant’s forum contacts must have a “substantial

connection” to the “operative facts of the underlying claim” to support specific

jurisdiction. Conexiones Tornado S. de RL. de CV v. Ramirez de Munoz, 2024 WL

4262405, at *4 (Tex. App.-Dallas Sept. 23, 2024, no pet.) (cleaned up). That

analysis considers whether the operative facts are related to the defendant’s forum

contacts and whether the forum contacts “will be the focus of the trial” and “consume

most if not all of the litigation’s attention.” Id. There must be a “strong” relationship

among the defendant, the forum, and the litigation. Ford Motor Co. v. Mont. Eighth

Jud. Dist. Ct., 592 U.S. 351, 365 (2021). Although a plaintiff need not show that

the defendant’s forum contacts caused its injuries, that “does not mean anything

goes.” Id. at 362. The relatedness inquiry “incorporates real limits” “to adequately

protect defendants foreign to a forum.” Id.14 “If the defendant’s alleged actionable

conduct,” meaning the conduct that gives rise to liability, “occurred entirely outside

14 Ford Motor is otherwise of limited relevance. The Court’s reasoning applies most naturally in traditional products liability cases, which this case is not. The Court expressly warned that it was not “consider[ing] internet transactions, which may raise doctrinal questions of their own.” 592 U.S. at 366 n.4. 40 the forum state, the defendant’s in-state contacts will generally be insufficiently

related to the operative facts of the plaintiff’s claim to satisfy” the substantial

connection analysis. Ajamie LLP v. Podesta Grp., Inc., 2020 WL 716734, at *4

(Tex. App.-Houston [1st Dist.] Feb. 13, 2020, no pet.) (collecting cases).

Unless all claims arise from the same operative facts, the nexus analysis is

also claim-specific. See Concord Energy, LLC v. VR4-Grizzly, LP, 2022 WL

17101034, at *6 (Tex. App.-Dallas Nov. 22, 2022, no pet.). That means the “alleged

liability” for each claim must arise out of or relate to the defendant’s forum contacts.

See Moncrief Oil Int’l Inc. v. OAO Gazprom, 414 S.W.3d 142, 156-57 (Tex. 2013)

(no jurisdiction over tortious interference claim “principally concerned” with

defendant’s meeting with a third party in California and a distinct entity’s business

in Texas); Moki Mac, 221 S.W.3d at 585 (no jurisdiction over misrepresentation and

wrongful death claims when “operative facts” of lawsuit concerned hiking trip in

Arizona); Chen v. Razberi Techs., Inc., 2022 WL 16757346, at *8 (Tex. App.-Dallas

Nov. 8, 2022, pet. denied) (“operative facts” underlying fraudulent nondisclosure

claim in securities action lacked Texas nexus when no evidence showed the

appellants “ever met with the investors in Texas”).

Here, the State does not dispute that the relatedness analysis is claim-specific.

Rather, the State purports to explain how each of its claims relates to Arity 875’s

purported Texas contacts. See Br. 42-43. But the State’s perfunctory analysis and

41 platitudes (“Arity 875’s Texas contacts create the heart of the State’s case” and “are

the State’s claims” (Br. 41, 42)) ring hollow because the State mischaracterizes its

own claims and the “operative facts” under each one. Each claim rests on an alleged

failure to disclose or an omission of certain facts about Arity 875’s conduct.

But as a threshold matter, “[a] failure to disclose demonstrates that a party did

not have contacts with the forum state.” Hinduja Glob. Sol., Inc. v. Ganjaei, 2023

WL 179808, at *6 (Tex. App.-Dallas Jan. 13, 2023, pet. denied) (emphasis

added). See also Mehta, 2025 WL 1560037, at *4 (“Mehta’s decisions about drug

manufacturing outside of Texas are not contacts with Texas.”); Brocail v. Anderson,

132 S.W.3d 552, 564 (Tex. App.-Houston [14th Dist.] 2004, pet. denied) (similar);

Anderson v. Bechtle, 2001 WL 930205, at *2 (Tex. App.-Houston [1st Dist.] Aug.

16, 2001, no pet.) (similar); Chen, 2022 WL 16757346, at *8 (“[W]e cannot

conclude that appellants’ conduct of sitting mute in Taiwan constitutes directing a

tort at Texas or arises from or relates to their contacts with Texas.”). But to the

extent the challenged omissions here can be linked to any forum, it is not Texas.

A. The TDPSA Claim Challenges Out-of-State Omissions.

In attempting to connect its TDPSA allegations to Texas, the State dwells on

how the Arity SDK allegedly collects data through mobile apps. But that discussion

is a red herring because the TDPSA does not prohibit data collection. Contra Am.

C.R. 254 (State arguing below that “[b]ecause the Arity SDK harvests data from

42 Texas, Arity 875 violates Texas law”). Instead, the TDPSA requires covered entities

to disclose certain information to consumers and obtain their consent to undertake

certain activities.15 What makes conduct “actionable” under the TDPSA is the

failure to provide the required information or obtain the required consents—not the

data collection itself. After all, data collected along with the requisite disclosures

and consents raises no TDPSA issue. Consistent with that statutory framework, the

State’s five alleged TDPSA violations challenge alleged failures to disclose

information or obtain consent. See supra pp. 9-10.

Because the State’s TDPSA claim challenges Arity 875’s disclosure and

consent policies, the focus of any trial on the TDPSA claim will be outside Texas.

It will center on Arity 875’s disclosures to end consumers, including the privacy

statement on its globally accessible website; what those disclosures said; how and

why they were formulated as they were; how Arity 875 determined what consent, if

any, was required from app users; and how mobile app providers implemented that

consent. Yet the State fails to allege that the relevant disclosures, alleged failures to

disclose, or associated corporate policies occurred or were formulated in Texas—or

15 See Tex. Bus. & Com. Code § 541.102(a) (requiring a controller to “provide consumers with a reasonably accessible and clear privacy notice” that includes certain information); id. § 541.101(b)(4) (prohibiting a controller from processing a consumer’s sensitive data “without obtaining the consumer’s consent”); id. § 541.102(b) (requiring a controller engaging in the sale of personal data “[to] include the following [statutorily specified] notice”); id. § 541.103 (requiring a “controller sell[ing] personal data to third parties or process[ing] personal data for targeted advertising, [to] clearly and conspicuously disclose that process and the manner in which a consumer may exercise the right to opt out of that process”). 43 that individuals responsible for them were based in Texas.16 On the contrary, in

alleging that Arity 875 is organized under Delaware law and headquartered in

Illinois (Am. C.R. 211, ¶ 23), the State all but concedes that the relevant decisions

occurred elsewhere. The State’s pleading failure is a sufficient basis to reject

specific jurisdiction over the TDPSA claim, since a plaintiff must initially plead “in

its petition, sufficient allegations to invoke jurisdiction.” Steward, 633 S.W.3d at

129 (citing Kelly, 301 S.W.3d at 659).

Regardless, the undisputed evidence also negates the required “strong”

relationship among Texas, Arity 875, and the “operative facts” of the TDPSA claim.

Arity 875 has no employees in Texas, and “[d]ecision-making concerning Arity

875’s policies with respect to the Mobile Data and Mobile Data Insights occurs

outside of Texas.” Am. C.R. 83, ¶¶ 14, 17. Moreover, “none of the Arity 875 teams

involved in developing or licensing the SDK is based in Texas.” Id. ¶ 13. On this

record, which the Court must construe most favorably to the trial court’s ruling,

Arity 875’s challenged disclosure and consent policies are not substantially

16 Even if Arity 875 knew that its notice and consent policies would have effects in Texas, “that knowledge alone is insufficient to confer personal jurisdiction over the nonresident.” Searcy, 496 S.W.3d at 69. This Court’s recent decision in Mehta v. State ex rel. Ahmed, 2025 WL 1560037, at *4 (Tex. App. [15th Dist.] June 3, 2025, no pet.), is instructive. There, this Court held it lacked specific jurisdiction over the defendant based on allegations that the defendant contracted with Pfizer to market and promote the use of the defendant’s drug within Texas. “[M]erely ‘understanding’ that a drug would reach Texas through a third party is not conduct by [the defendant] himself—which is the only conduct that matters here for purposes of the personal jurisdiction analysis.” Id. at *5. 44 connected to Texas. See Choice Auto Brokers, Inc. v. Dawson, 274 S.W.3d 172, 178

(Tex. App.-Houston [1st Dist.] 2008, no pet.) (rejecting specific jurisdiction in

private action under Texas Deceptive Trade Practices Act when “[t]here is no

evidence that [the defendant] made misrepresentations to [the plaintiff] in Texas”).

The State’s efforts to avoid this obvious conclusion miss the mark.

Principally, the State insists its TDPSA claim relates to Arity 875’s alleged

“harvesting” of data within Texas. Br. 44. But even if Arity 875, not the mobile

apps it partners with, could be said to collect data from mobile phones in Texas

(contra Am. C.R. 82, ¶ 9 (explaining that the Arity SDK “collects data through the

apps”)), the TDPSA does not prohibit data collection, as discussed. It imposes notice

and consent requirements. And while the State would need to prove at any trial that

Arity 875 is subject to the TDPSA and engaged in covered activities, for example,

“processing” “sensitive data,” those proofs merely establish essential predicates to

the TDPSA claim. They do not change the fact that the actionable conduct

underlying the claim is an alleged failure to provide required disclosures or obtain

required consents. As a result, the State is doubly wrong when it asserts that “Arity

875 commits a necessary portion of the tort within Texas by placing the Arity SDK

on the Texans’ mobile phones and instructing the Arity SDK to send that data to

Arity 875.” Br. 44. Arity 875 does not “plac[e]” anything on Texans’ mobile

phones; the undisputed facts show that mobile app developers incorporate the Arity

45 SDK into their apps, which Texans download. See supra p. 26. And the “tort” under

the TDPSA is not the collection of data but the alleged failure to provide notice and

obtain consent.

Google LLC v. State—where the Corpus Christi-Edinburgh Court of Appeals

rejected jurisdiction over defendant Google—is on all fours with this case because

the State’s allegations and jurisdictional theories there are virtually identical to those

here. In Google, the State sued Google for violating the Texas Deceptive Trade

Practices Act (“DTPA”), alleging that Google “deceived” and “withheld material

facts” from Texas users about “how and why their behavior is tracked and how to

stop [Google] from monetizing their personal data.” 2025 WL 52611, at *6.

Similarly, here, the State alleges that the “Arity Defendants” did not “inform[]

consumers that the Arity Defendants were collecting their sensitive data.” Am. C.R.

225, ¶ 69. The State also accused Google of “collecting Texas users[’] browsing

history, even when the users believe that they are not being tracked by appellant.”

2025 WL 52611, at *6. And here, the State has alleged that “[c]onsumers were

wholly unaware . . . that by downloading and using a mobile app with the Arity SDK

integrated, the Arity Defendants would own, collect, analyze, and sell their sensitive

data.” Am. C.R. 225, ¶ 69. Finally, in Google, the State alleged that Google

leveraged the information it collected to “sell ‘targeted’ advertising designed to exert

the maximum influence over those users,” and generate substantial revenue in the

46 process. 2025 WL 52611, at *6. And here, it has alleged that “[t]he Arity

Defendants . . . did not provide consumers any notice of . . . their processing of

personal data for targeted advertising.” Am. C.R. 227-28, ¶ 77.

The State’s arguments on the relatedness prong of the specific jurisdiction

analysis also track its arguments here. In Google, as here, the State argued that

Google’s out-of-state representations and omissions were sufficiently “related” to its

alleged in-state data collection to justify specific jurisdiction. The State pointed to

Google’s extensive contacts with the Texas—contacts Arity 875 lacks—including

that many of Google’s 1,100 Austin-based employees developed software related to

the litigation and that “Google advertises [relevant technology] and devices that

employ it in Texas.” Am. Br. of Appellee, Google, 2023 WL 5672666, at *36.

Relying also on Volkswagen, the State argued that only “an activity” related to the

claim needs to take place in the forum, “even if other activities that were part of the

underlying tort occurred elsewhere.” Id. at *36 (cleaned up) (citing Volkswagen,

669 S.W.3d at 431). The State argued it met that “relatively low bar” in part because

Google had “deliberately place[d] in Texas” products that were the subject of the

State’s DTPA claims and, through those products, “collected. . . data from devices

in Texas.” Id. at *36, 38, 40 (cleaned up).

Here too, the State argues it satisfies the nexus prong because at least some

“portion” of Arity’s conduct occurred within Texas, i.e., purportedly “placing the

47 Arity SDK on the Texans’ mobile phones and instructing the Arity SDK to send that

data to Arity 875” (though the State has no evidence Arity 875 took any such steps).

Br. 44. And here too, the State argues under Volkswagen that, “[b]ecause Arity 875

harvests Texans’ data without consent from Texas devices,” jurisdiction is

appropriate, even though the alleged omissions occurred, if at all, outside the forum.

Br. 42.

In Google, the court rejected the State’s effort to mischaracterize its own

claims. The Court determined that the “operative facts” of the State’s DTPA claim

concerned Google’s allegedly misleading statements—not the products that those

statements concerned. 2025 WL 52611, at *7. Neither the allegations nor evidence

established that any of those misleading statements were made by Google employees

in Texas. See id. Because the State’s “principal complaint” was that Google’s terms

of service and disclosures were misleading, “overwhelming evidence [would] be

directed at events outside of Texas.” Id. As a result, there was no “substantial

connection” between the State’s claims and Google’s Texas contacts.

That reasoning controls here. Because the State’s claims against Arity 875

principally concern Arity 875’s privacy disclosures and consent policies, none of

which have any connection to Texas, much less a “substantial connection,” the State

cannot establish personal jurisdiction.

48 Meanwhile, the Texas contacts the State purports to attribute to Arity 875 do

not relate to the State’s TDPSA claim (or any others). The State argues the TDPSA

claim relates to Arity 875’s contracts with two mobile app developers allegedly

headquartered in Texas. Br. 42. But those contracts do not constitute Arity 875’s

contacts with Texas, so are irrelevant. See supra Argument § I.A. And for purposes

of the nexus analysis, the State does not assert any claims—including the TDPSA

claim—based on those contracts. McDonald v. Kiloo ApS is instructive and

consistent with the decision in Google. 385 F. Supp. 3d 1022 (N.D. Cal. 2019). In

McDonald, plaintiffs sued developers of gaming apps and SDKs that the apps

incorporated. Plaintiffs alleged that the defendants collected data from children who

used the apps and “exploited the data, without disclosure or consent, for profit.” Id.

at 1027. Plaintiffs argued one of the SDK defendants was subject to jurisdiction in

California because it had contracted with “California-based Disney” to install the

SDK on Disney’s app. Id. at 1042. The Court disagreed on nexus grounds,

explaining that “Plaintiffs here are not parties to the contract between [the SDK

developer] and Disney, and are not suing for any breaches of that contract.” Id.

So too here. The State does not purport to challenge the contracts themselves.

And it makes no effort to support its conclusory assertion that the contracts “will

form the focus of trial.” Br. 42. Read charitably, the FAP at most suggests that

Arity 875 did not structure the contracts to account for the TDPSA’s disclosure and

49 consent requirements. See, e.g., Am. C.R. 220, ¶ 48 (“Pursuant to their agreements

with app developers, Defendants had varying levels of control over the privacy

disclosures and consent language that app developers presented to consumers.”).

But even on that theory, the trial’s focus will remain outside of Texas. After all, the

State does not allege that Arity 875 negotiated or entered the contracts with

GasBuddy or Fuel Rewards in Texas, much less discussed any party’s TDPSA

obligations in Texas. And the record, which, again, this Court must read favorably

towards the trial court’s ruling, establishes that the teams responsible for licensing

the Arity SDK all sit outside of Texas. See Am. C.R. 83, ¶ 13. The allegations and

evidence thus fall far short of establishing a “substantial connection” between

Arity 875’s Texas contacts and the “operative facts” of the TDPSA claim. Cf. AIKG,

LLC v. CSP Consultants Grp., LLC, 2022 WL 947197, at *5 (Tex. App.-San Antonio

Mar. 30, 2022, no pet.) (in breach of contract action, rejecting specific jurisdiction

on relatedness grounds when none of the actionable conduct, i.e., “whether the

parties entered into an agreement, whether [defendant] breached the agreement,

whether [defendant] paid [plaintiff] for its services, and whether [defendant]

intended to defraud [plaintiff]” occurred in Texas).

The State suggests in a throwaway sentence that its TDPSA claim relates to

Arity 875’s purported “targeted advertising.” Br. 42. As an initial matter, by failing

50 to develop that argument, the State has waived it. See, e.g., NexPoint, 674 S.W.3d

at 446-47.

But to the extent the State’s position is discernible, it is wrong. As explained

above, the FAP does not allege that Arity 875 itself advertises within Texas, and the

State cannot hale Arity 875 into Texas court based on third parties’ advertisements

to Texans. Even setting aside that fatal deficiency, the State’s TDPSA claim, to the

extent it concerns advertising, challenges Arity 875’s alleged failures to disclose

information about advertising practices or opt-out rights. See Am. C.R. 227-29,

¶¶ 76-79, 82-85 (critiquing Arity 875’s privacy disclosures). The State does not

allege that any of those alleged omissions occurred in Texas or that Arity 875

formulated disclosures concerning targeted advertising practices in Texas.

Accordingly, the State has failed to allege that the “operative facts” underlying its

advertising-disclosure TDPSA theory are “substantially connected” to Texas.

B. The Data Broker Claim Challenges Out-of-State Omissions.

The “operative facts” underlying the State’s Data Broker claim also concern

out-of-state alleged omissions. The conduct that triggers liability under the data

broker statute is not the acquisition of data about Texas residents. That is, at most,

a predicate to liability. What the statute regulates, and what “give[s] rise” to liability

(Br. 43), is a covered entity’s failure to register as a data broker. See Tex. Bus. &

Com. Code Ann. § 509.005; see also Am C.R. 230-31, ¶ 91 (alleging that in

51 “fail[ing] to register with the Texas Secretary of State’s Office . . . the Arity

Defendants violated Section 509.005 of the Data Broker Law”). After all, the State’s

claim under the Data Broker statute does not purport to regulate Arity 875’s

acquisition of data, only whether Arity 875 registered as a data broker in Texas.

Here, if the failure to register as a data broker has a geographic nexus, it is not

with Texas. The State does not allege, for example, that the decision about whether

to register as a data broker was made within Texas or based on conversations with

Texas entities. Moreover, the unrebutted evidence shows that Arity 875 has no

employees or offices in Texas. See Am. C.R. 83, ¶¶ 14, 17-18.

Even if Arity 875’s alleged licensing of data concerning Texas individuals

(Br. 43) were relevant to the nexus analysis, the mere receipt of data about Texans

through licensing agreements does not amount to a contact of Arity 875 with Texas.

See supra pp. 26-29. That is especially true given that the State fails to allege that

the licensing agreements were negotiated or executed in Texas. So, the State has

failed to allege that Arity 875 has any Texas contacts that give rise or relate to the

“operative facts” of the Data Broker claim.

C. The Insurance Code Claim Challenges Out-of-State Omissions.

The State’s Insurance Code claim lacks a substantial connection to Texas for

similar reasons. As a threshold matter, the State engages in improper group

pleading, asserting the Insurance Code claim against “Defendants” generally, even

52 when, plainly, not all theories of liability apply to all Defendants. The State alleges,

for example, that “Defendants” “us[ed] the unlawfully obtained data for Defendants’

own car insurance underwriting processes.” Am. C.R. 231-32, ¶ 95. But the

unrebutted evidence shows that Arity 875 is not an insurance company and does not

promote, offer, sell, or administer insurance in Texas. See Am. C.R. 81, ¶ 4.

The State’s three remaining theories of liability under this claim concern

alleged failures to act—none of which relates to any contacts Arity 875 has with

Texas.

First, the State alleges that “Defendants” failed to verify consumers’ consent

before purchasing driving-related data from vehicle manufacturers. Am. C.R. 231,

¶ 95. But the State does not allege that Arity 875 purchased such data from vehicle

manufacturers; that, even if it did, that any of those purchases occurred in Texas; or,

most importantly, that any alleged “fail[ure] to verify” occurred in Texas.

Second, the State alleges that “Defendants” ignored the “strong possibility”

that consumers did not consent to the collection and sale of their data to insurers.

Am. C.R. 231-32, ¶ 95. But again, the State does not allege that Arity 875 allegedly

ignored that possibility in Texas. Regardless, the unrebutted evidence establishes

that Arity 875 does not disclose Mobile Data to insurers for pricing or underwriting

purposes and that any Mobile Data Insights arguably collected through mobile apps

are shared with insurers only with consumers’ consent. See Am. C.R. 82, ¶ 11.

53 Third, the State complains that Defendants “market[ed] and advertis[ed] the

data to Insurers as ‘driving behavior’ data.” Am. C.R. 232, ¶ 95. But the State does

not allege that Arity 875 participated in that marketing or advertising or that those

activities occurred in, or were specifically directed towards, Texas.

The State also argues its Insurance Code claim relates to Arity 875’s alleged

“harvesting” of data without consent and alleged “target[ing] insurance

advertisements to Texans to support Allstate’s unlawful insurance scheme.” Br. 42.

But the “harvesting” theory fails because, like the TDPSA claim, the Insurance Code

claim challenges purported notice-and-consent failures, not data collection. And the

“advertising-to-support-Allstate’s-insurance-scheme” theory is a nonstarter because

it is not alleged in the Insurance Code claim. See Am. C.R. 231-32, ¶¶ 92-96; see

also supra p. 2. Again, much as the State may prefer to, it may not amend the FAP

on appeal. See Kelly, 301 S.W.3d at 658; Steward, 633 S.W.3d at 129.

D. The State’s Remaining Contrary Arguments Are Meritless.

As the preceding discussion shows, the operative facts underlying each of the

State’s claims against Arity 875 concern alleged failures to disclose or other

omissions that occurred, if at all, outside of Texas. Accordingly, no claim has the

required “substantial connection” with any contacts Arity 875 may have with Texas.

By, in substance, attempting to assert jurisdiction over Arity 875 based on the

alleged direction of tortious omissions into Texas, the State asserts a theory that the

54 Texas Supreme Court has decisively rejected. See, e.g., Searcy, 496 S.W.3d at 69

(expressly rejecting the “‘directed-a-tort’ theory” of jurisdiction).

The State’s remaining contrary arguments are puzzling at best. First, the State

claims Arity 875 sought to “avoid the ‘substantial connection’ prong” of the specific

jurisdiction analysis in the trial court by claiming the State had alleged, at most, a

directed-a-tort theory of jurisdiction. Br. 43. On the contrary, Arity 875 directly

acknowledged the “substantial connection” requirement and explained how it

militated against specific jurisdiction here. See Am. C.R. 66; id. at 68 (explaining

how “Arity 875 has no contacts with Texas that are ‘substantially connected’ to the

claims here” and citing authority for the proposition that liability based on acts or

omissions outside Texas cannot support specific jurisdiction).

Second, the State asserts “Arity 875 argued that because it receives data

outside of Texas, the tort it committed occurred outside of Texas and therefore does

not relate to its Texas contacts.” Br. 44. The State does not cite the record for that

proposition. And for good reason: Arity 875 did not make that argument. The

relevant point is simply that none of the State’s claims imposes liability for mere

data collection. The challenged conduct is the failure to provide adequate

disclosures or secure adequate user consents—alleged omissions that, legally and

factually, lack a nexus to Texas. To the extent the alleged omissions “occurred”

anywhere, it was outside Texas.

55 In that respect, the State accurately contends that alleged torts “committed

entirely out of state cannot logically relate to the tortfeasor’s contacts within the

state.” Br. 43-44. That principle resolves Arity 875’s jurisdictional challenge here.

Just as in Google, this Court should reject the State’s effort to assert jurisdiction

based on contacts unrelated to the State’s pleaded theories of liability.

III. Exercising Personal Jurisdiction Here Would Offend Traditional Notions of Fair Play and Substantial Justice.

Subjecting Arity 875 to jurisdiction in Texas would violate principles of “fair

play and substantial justice,” yet another reason personal jurisdiction does not lie.

Gulf Coast Int’l, L.L.C. v. The Rsch. Corp. of the Univ. of Haw., 490 S.W.3d 577,

584 (Tex. App.-Houston [1st Dist.] 2016, pet. denied). Several factors are relevant

to the analysis: “(1) the burden on the nonresident defendant, (2) the forum’s interest

in adjudicating the dispute, (3) the plaintiff’s interest in convenient and effective

relief, (4) the interstate judicial system’s interest in the most efficient resolution of

controversies, and (5) the shared interest of the several states in furthering

substantive social policies.” Id.

As the U.S. Supreme Court has explained, “the primary concern is the burden

on the defendant.” Bristol-Myers Squibb Co. v. Superior Ct., 582 U.S. 255, 263

(2017) (cleaned up). That burden encompasses not only the “practical problems

resulting from litigating in the forum” but also “the more abstract matter of

submitting to the coercive power of a State that may have little legitimate interest in

56 the claims in question.” Id. After all, “[t]he sovereignty of each State implies a

limitation on the sovereignty of all its sister States.” Id. (cleaned up). Taken

together, the fairness factors weigh heavily against jurisdiction.

As to burden, the State claims Arity 875 operates nationally and that its

employees work remotely. Br. 46. But neither assertion, even if true, eases Arity

875’s burden from litigating in Texas. The undisputed evidence establishes that

Arity 875 has no employees or offices in Texas and that decision-making relevant

to this litigation occurred outside Texas. See supra p. 11. Dalglish v. Royal Indem.

Co., 2006 WL 3334543, at *4-5 (Tex. App.-Beaumont Nov. 16, 2006, no pet.)

(considering that relevant witnesses and corporate records were located outside

Texas in holding that fair play and substantial justice weighed against jurisdiction in

Texas). Relying on Spir Star AG v. Kimich, 310 S.W.3d 868 (Tex. 2010), the State

argues a defendant’s distance from the forum cannot “alone” defeat jurisdiction.

Br. 46. But Arity 875 does not rely solely on its distance from Texas, and Spir Star

is distinguishable because, there, Texas was “familiar territory” for the defendant’s

leadership, including because the defendant’s president spent six months of the year

there. 310 S.W.3d at 879. The State has not alleged remotely comparable facts here.

And to the extent the State is attempting to raise a factual dispute about Arity 875’s

burden, this Court must resolve that dispute in favor of the trial court’s ruling.

57 The second and third factors also cut against jurisdiction because, although

the State brings claims under Texas law, it has failed to sufficiently allege that

Arity 875 engaged in any relevant conduct within the State. The State concedes as

much: despite insisting elsewhere in its brief that this is “not a directed-a-tort case”

(Br. 43), the State claims Texas has an interest in this matter because Arity 875 has

allegedly “purposefully directed [unfair and deceptive conduct] at the Texas

marketplace.” Id. 47 (emphasis added). But when a nonresident has not engaged in

any conduct within the forum, jurisdiction cannot lie simply because the State, or

any plaintiff, has asserted claims under the forum’s law and would prefer to litigate

in its home forum. To do so would turn the specific jurisdiction analysis on its head

and allow a plaintiff to hale a defendant into court based on the plaintiff’s unilateral

litigation conduct.

The fourth and fifth factors also cut against jurisdiction because federalism

interests point to Illinois as a superior forum. “When one state tries a suit, it may

prevent sister States from exercising their like authority, even when those states have

a greater interest in the dispute.” See Johnson, 21 F.4th at 323 (cleaned up). The

“federalism interest carries enormous weight. It may preclude [the Court’s] power

even when all other factors—the burden on the defendant, the forum state’s interest

in applying its own law, and the convenience of the forum—strongly favor . . .

jurisdiction.” Id.

58 Illinois, where Arity 875 is subject to general jurisdiction, has an interest in

providing a forum for lawsuits against its corporate citizens. That interest is

especially strong here because Arity 875 is already facing a consolidated class action

lawsuit in Illinois based on allegations substantially similar to the State’s, and Texas

residents are already included in the putative nationwide class and Texas subclass

sought to be certified there. See In re: Allstate & Arity Consumer Privacy Litigation,

No. 1:25-cv-00407, Corrected Consolidated Class Action Compl., Dkt. No. 46 (N.D.

Ill. May 27, 2025). The existence of parallel, substantially overlapping litigation in

Illinois means that the judicial system’s “interest in the most efficient resolution of

controversies” favors Illinois over Texas. Gulf Coast Int’l, 490 S.W.3d at 584.

The State argues it would be more efficient to try Arity 875 in Texas because

its co-defendants, Arity Services and Arity, LLC, have not challenged jurisdiction.

But the State willfully ignores how the Arity Defendants differ from each other and,

in turn, how the issues and defenses across them will differ. Arity Services, a

federally regulated consumer reporting agency, does not collect driving-related data

through mobile apps. See Am. C.R. 90-92, ¶¶ 11, 15. And Arity, LLC offers an

entirely distinct telematics program that shares a user’s driving information with

their own insurer only after the user takes several affirmative steps to opt-in to that

usage-based insurance program. See Am. C.R. 93-94, ¶¶ 18-21. The trial court

59 recognized these differences when it declined to stay the case as to the remaining

Defendants during the pendency of Arity 875’s appeal.

PRAYER

Arity 875 respectfully requests that the Court affirm the trial court’s order

granting Arity 875’s Special Appearance and dismissing Arity 875 from the case.17

17 The State does not challenge the trial court’s denial of the State’s request for a continuance to permit the State to take jurisdictional discovery. Accordingly, that challenge is waived. See, e.g., Gerdes, 155 S.W.3d at 534; NexPoint, 674 S.W.3d at 446-47. Even if it were not, this court reviews “a decision denying a motion for continuance for jurisdictional discovery” for a “clear abuse of discretion.” Rana Shipping Transp., Indus., & Trade, Ltd. v. Davey & Brogan, P.C., 2023 WL 2582357, at *5 (Tex. App.-Dallas Mar. 21, 2023, no pet.) (mem. op.). Here, the State has not demonstrated such an abuse of discretion, nor could it. The State “did not present an affidavit showing that [it] could not present facts essential to justify [its] opposition to the special appearance.” Id. On the contrary, it argued that Arity 875’s Special Appearance could be denied based only on the State’s jurisdictional allegations. See Am. C.R. 380. Moreover, the State’s theory of personal jurisdiction fails as a matter of law and cannot be cured with additional jurisdictional discovery. Finally, unlike most civil plaintiffs, the State had ample opportunity to gather jurisdictionally relevant facts through its pre-suit investigation. The State is not entitled to a do-over having conducted a deficient investigation. 60 Dated: August 4, 2025 Respectfully submitted,

/s/ W. Reid Wittliff W. Reid Wittliff State Bar No. 00791951 reid@wittliffcutter.com Wittliff | Cutter PLLC 510 Baylor St. Austin, Texas 78703 Telephone: (512) 960-4866 Facsimile: (512) 960-4869

Jake Sommer (pro hac vice) Kelsey Harclerode (pro hac vice) ZwillGen PLLC 1900 M Street NW, Suite 250 Washington, DC 20036 Telephone: (202) 296-3585 jake@zwillgen.com kelsey@zwillgen.com

Sudhir Rao (pro hac vice) ZwillGen PLLC 183 Madison Ave, Suite 1504 New York, NY 10016 Telephone: (646) 362-5590 sudhir.rao@zwillgen.com

ATTORNEYS FOR ARITY 875, LLC

61 CERTIFICATE OF COMPLIANCE

Microsoft Word reports that this document contains 14,863 words, excluding

exempted text. See Tex. R. App. P. 9.4(i).

62 CERTIFICATE OF SERVICE

The undersigned hereby certifies that all counsel of record who are deemed to

have consented to electronic service are being served on August 4, 2025 with a copy

of this document via the Court’s CM/ECF system in compliance with Texas Rule of

Appellate Procedure 9.5.

/s/ W. Reid Wittliff W. Reid Wittliff

63 No. 15-25-00082-CV

In the Court of Appeals For the Fifteenth Judicial District Austin, Texas _________

STATE OF TEXAS APPELLANT, V.

ARITY 875, LLC, APPELLEE. _________

On Appeal from the 457th Judicial District Court, Montgomery County Trial Court Case No. 25-01-00561 _________

APPELLEE’S APPENDIX _________ Tab 1. Order Granting Arity 875, LLC’s Special Appearance (Am. C.R. 415) ........... A

2. Texas Data Privacy and Security Act (“TDPSA”) Tex. Bus. & Com. Code § 541.001............................................................................................................... B

3. TDPSA, Tex. Bus. & Com. Code § 541.051 ..................................................... C

4. TDPSA, Tex. Bus. & Com. Code § 541.101 ..................................................... D

5. TDPSA, Tex. Bus. & Com. Code § 541.102 ..................................................... E

6. TDPSA, Tex. Bus. & Com. Code § 541.103 ......................................................F

7. Data Broker Law, Tex. Bus. & Com. Code § 509.001 ...................................... G

8. Data Broker Law, Tex. Bus. & Com. Code § 509.005 ...................................... H

9. Tex. Ins. Code § 541.002 .................................................................................... I 10. Tex. Ins. Code § 541.003 .................................................................................... J

11. Plaintiff’s First Amended Petition (Am. C.R. 205) ........................................... K

12. Arity 875, LLC’s Original Answer and Special Appearance (Am. C.R. 56) .... L

13. Google LLC v. State, 2025 WL 52611 (Tex. App. Corpus Christi-Edinburg Jan. 9, 2025), petition for review abated (May 9, 2025) .................................. M

ii Tab A: Order Granting Arity 875, LLC’s Special Appearance (Am. C.R. 415)

A-001 RECEIVED AND FILED FOR RECORD 4/11/2025 2 39 PM Melisa Miller, District Clerk Montgomery County, Texas CAUSE NO. 25-01-00561

STATE OF TEXAS § IN THE DISTRICT COURT OF § vs. § MONTGOMERY COUNTY, TEXAS § THE ALLSTATE CORPORATION; § 457TH JUDICIAL DISTRICT ALLSTATE INSURANCE COMPANY; ALLSTATE VEHICLE AND PROPERTY INSURANCE COMPANY ; ARITY, LLC; ARITY 875, LLC; ARITY SERVICES, LLC

ORDER GRANTING SPECIAL APPEARANCES On this day came for consideration Defendant The Allstate Corporation’s Sworn Special Appearance and Defendant Arity 875, LLC’s Sworn Special Appearance. The Court, having considered the Motions, any responses thereto, and arguments of the parties, is of the opinion that the Motions should GRANTED. It is therefore: ORDERED that the Affidavits filed by Plaintiff The State of Texas on April 3, 2024 in response to the Special Appearances were filed untimely pursuant to Rule 120a(3) of the Texas Rules of Civil Procedure and are therefore STRUCK and were not considered by the Court. ORDERED that Defendant The Allstate Corporation’s Sworn Special Appearance is GRANTED. It is hereby ORDERED that Defendant The Allstate Corporation is dismissed for lack of personal jurisdiction. ORDERED that Defendant Arity 875, LLC’s Sworn Special Appearance is GRANTED. It is hereby ORDERED that Defendant Arity 875, LLC is dismissed for lack of personal jurisdiction.

4/10/2025 3:42:52 PM Signed ______________

_____________________________ VINCENZO SANTINI, Presiding Judge

Minute 415 11thofApril,2025 A-002 Tab B: Texas Data Privacy and Security Act (“TDPSA”) Tex. Bus. & Com. Code § 541.001

A-003 § 541.001. Definitions, TX BUS & COM § 541.001

KeyCite Yellow Flag Proposed Legislation

Vernon's Texas Statutes and Codes Annotated Business and Commerce Code (Refs & Annos) Title 11. Personal Identity Information (Refs & Annos) Subtitle C. Consumer Data Protection Chapter 541. Consumer Data Protection (Refs & Annos) Subchapter A. General Provisions

V.T.C.A., Bus. & C. § 541.001

§ 541.001. Definitions

Currentness

In this chapter, unless a different meaning is required by the context:

(1) “Affiliate” means a legal entity that controls, is controlled by, or is under common control with another legal entity or shares common branding with another legal entity. For purposes of this subdivision, “control” or “controlled” means:

(A) the ownership of, or power to vote, more than 50 percent of the outstanding shares of any class of voting security of a company;

(B) the control in any manner over the election of a majority of the directors or of individuals exercising similar functions; or

(C) the power to exercise controlling influence over the management of a company.

(2) “Authenticate” means to verify through reasonable means that the consumer who is entitled to exercise the consumer's rights under Subchapter B is the same consumer exercising those consumer rights with respect to the personal data at issue.

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A-004 § 541.001. Definitions, TX BUS & COM § 541.001

(3) “Biometric data” means data generated by automatic measurements of an individual's biological characteristics. The term includes a fingerprint, voiceprint, eye retina or iris, or other unique biological pattern or characteristic that is used to identify a specific individual. The term does not include a physical or digital photograph or data generated from a physical or digital photograph, a video or audio recording or data generated from a video or audio recording, or information collected, used, or stored for health care treatment, payment, or operations under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Section 1320d et seq.).

(4) “Business associate” has the meaning assigned to the term by the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Section 1320d et seq.).

(5) “Child” means an individual younger than 13 years of age.

(6) “Consent,” when referring to a consumer, means a clear affirmative act signifying a consumer's freely given, specific, informed, and unambiguous agreement to process personal data relating to the consumer. The term includes a written statement, including a statement written by electronic means, or any other unambiguous affirmative action. The term does not include:

(A) acceptance of a general or broad terms of use or similar document that contains descriptions of personal data processing along with other, unrelated information;

(B) hovering over, muting, pausing, or closing a given piece of content; or

(C) agreement obtained through the use of dark patterns.

(7) “Consumer” means an individual who is a resident of this state acting only in an individual or household context. The term does not include an individual acting in a commercial or employment context.

(8) “Controller” means an individual or other person that, alone or jointly with others, determines the purpose and means of processing personal data.

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A-005 § 541.001. Definitions, TX BUS & COM § 541.001

(9) “Covered entity” has the meaning assigned to the term by the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Section 1320d et seq.).

(10) “Dark pattern” means a user interface designed or manipulated with the effect of substantially subverting or impairing user autonomy, decision-making, or choice, and includes any practice the Federal Trade Commission refers to as a dark pattern.

(11) “Decision that produces a legal or similarly significant effect concerning a consumer” means a decision made by the controller that results in the provision or denial by the controller of:

(A) financial and lending services;

(B) housing, insurance, or health care services;

(C) education enrollment;

(D) employment opportunities;

(E) criminal justice; or

(F) access to basic necessities, such as food and water.

(12) “Deidentified data” means data that cannot reasonably be linked to an identified or identifiable individual, or a device linked to that individual.

(13) “Health care provider” has the meaning assigned to the term by the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Section 1320d et seq.).

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A-006 § 541.001. Definitions, TX BUS & COM § 541.001

(14) “Health record” means any written, printed, or electronically recorded material maintained by a health care provider in the course of providing health care services to an individual that concerns the individual and the services provided. The term includes:

(A) the substance of any communication made by an individual to a health care provider in confidence during or in connection with the provision of health care services; or

(B) information otherwise acquired by the health care provider about an individual in confidence and in connection with health care services provided to the individual.

(15) “Identified or identifiable individual” means a consumer who can be readily identified, directly or indirectly.

(16) “Institution of higher education” means:

(A) an institution of higher education as defined by Section 61.003, Education Code; or

(B) a private or independent institution of higher education as defined by Section 61.003, Education Code.

(17) “Known child” means a child under circumstances where a controller has actual knowledge of, or wilfully disregards, the child's age.

(18) “Nonprofit organization” means:

(A) a corporation organized under Chapters 20 and 22, Business Organizations Code, and the provisions of Title 1, Business Organizations Code, to the extent applicable to nonprofit corporations;

(B) an organization exempt from federal taxation under Section 501(a), Internal Revenue Code of 1986, by being listed as an exempt organization under Section 501(c)(3), 501(c)(6), 501(c)(12), or 501(c)(19) of that code;

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A-007 § 541.001. Definitions, TX BUS & COM § 541.001

(C) a political organization; or

(D) an organization that:

(i) is exempt from federal taxation under Section 501(a), Internal Revenue Code of 1986, by being listed as an exempt organization under Section 501(c)(4) of that code; and

(ii) is described by Section 701.052(a), Insurance Code.

(19) “Personal data” means any information, including sensitive data, that is linked or reasonably linkable to an identified or identifiable individual. The term includes pseudonymous data when the data is used by a controller or processor in conjunction with additional information that reasonably links the data to an identified or identifiable individual. The term does not include deidentified data or publicly available information.

(20) “Political organization” means a party, committee, association, fund, or other organization, regardless of whether incorporated, that is organized and operated primarily for the purpose of influencing or attempting to influence:

(A) the selection, nomination, election, or appointment of an individual to a federal, state, or local public office or an office in a political organization, regardless of whether the individual is selected, nominated, elected, or appointed; or

(B) the election of a presidential/vice-presidential elector, regardless of whether the elector is selected, nominated, elected, or appointed.

(21) “Precise geolocation data” means information derived from technology, including global positioning system level latitude and longitude coordinates or other mechanisms, that directly identifies the specific location of an individual with precision and accuracy within a radius of 1,750 feet. The term does not include the content of communications or any data generated by or connected to an advanced utility metering infrastructure system or to equipment for use by a utility.

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A-008 § 541.001. Definitions, TX BUS & COM § 541.001

(22) “Process” or “processing” means an operation or set of operations performed, whether by manual or automated means, on personal data or on sets of personal data, such as the collection, use, storage, disclosure, analysis, deletion, or modification of personal data.

(23) “Processor” means a person that processes personal data on behalf of a controller.

(24) “Profiling” means any form of solely automated processing performed on personal data to evaluate, analyze, or predict personal aspects related to an identified or identifiable individual's economic situation, health, personal preferences, interests, reliability, behavior, location, or movements.

(25) “Protected health information” has the meaning assigned to the term by the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. Section 1320d et seq.).

(26) “Pseudonymous data” means any information that cannot be attributed to a specific individual without the use of additional information, provided that the additional information is kept separately and is subject to appropriate technical and organizational measures to ensure that the personal data is not attributed to an identified or identifiable individual.

(27) “Publicly available information” means information that is lawfully made available through government records, or information that a business has a reasonable basis to believe is lawfully made available to the general public through widely distributed media, by a consumer, or by a person to whom a consumer has disclosed the information, unless the consumer has restricted the information to a specific audience.

(28) “Sale of personal data” means the sharing, disclosing, or transferring of personal data for monetary or other valuable consideration by the controller to a third party. The term does not include:

(A) the disclosure of personal data to a processor that processes the personal data on the controller's behalf;

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A-009 § 541.001. Definitions, TX BUS & COM § 541.001

(B) the disclosure of personal data to a third party for purposes of providing a product or service requested by the consumer;

(C) the disclosure or transfer of personal data to an affiliate of the controller;

(D) the disclosure of information that the consumer:

(i) intentionally made available to the general public through a mass media channel; and

(ii) did not restrict to a specific audience; or

(E) the disclosure or transfer of personal data to a third party as an asset that is part of a merger or acquisition.

(29) “Sensitive data” means a category of personal data. The term includes:

(A) personal data revealing racial or ethnic origin, religious beliefs, mental or physical health diagnosis, sexuality, or citizenship or immigration status;

(B) genetic or biometric data that is processed for the purpose of uniquely identifying an individual;

(C) personal data collected from a known child; or

(D) precise geolocation data.

(30) “State agency” means a department, commission, board, office, council, authority, or other agency in any branch of state government that is created by the constitution or a statute of this state, including a university system or institution of higher education as defined by Section 61.003, Education Code.

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A-010 § 541.001. Definitions, TX BUS & COM § 541.001

(31) “Targeted advertising” means displaying to a consumer an advertisement that is selected based on personal data obtained from that consumer's activities over time and across nonaffiliated websites or online applications to predict the consumer's preferences or interests. The term does not include:

(A) an advertisement that:

(i) is based on activities within a controller's own websites or online applications;

(ii) is based on the context of a consumer's current search query, visit to a website, or online application; or

(iii) is directed to a consumer in response to the consumer's request for information or feedback; or

(B) the processing of personal data solely for measuring or reporting advertising performance, reach, or frequency.

(32) “Third party” means a person, other than the consumer, the controller, the processor, or an affiliate of the controller or processor.

(33) “Trade secret” means all forms and types of information, including business, scientific, technical, economic, or engineering information, and any formula, design, prototype, pattern, plan, compilation, program device, program, code, device, method, technique, process, procedure, financial data, or list of actual or potential customers or suppliers, whether tangible or intangible and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if:

(A) the owner of the trade secret has taken reasonable measures under the circumstances to keep the information secret; and

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A-011 § 541.001. Definitions, TX BUS & COM § 541.001

(B) the information derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable through proper means by, another person who can obtain economic value from the disclosure or use of the information.

Credits Added by Acts 2023, 88th Leg., ch. 995 (H.B. 4), § 2, eff. July 1, 2024.

V. T. C. A., Bus. & C. § 541.001, TX BUS & COM § 541.001 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-012 Tab C: TDPSA, Tex. Bus. & Com. Code § 541.051

A-013 § 541.051. Consumer's Personal Data Rights; Request to..., TX BUS & COM §...

KeyCite Yellow Flag Proposed Legislation

Vernon's Texas Statutes and Codes Annotated Business and Commerce Code (Refs & Annos) Title 11. Personal Identity Information (Refs & Annos) Subtitle C. Consumer Data Protection Chapter 541. Consumer Data Protection (Refs & Annos) Subchapter B. Consumer's Rights (Refs & Annos)

V.T.C.A., Bus. & C. § 541.051

§ 541.051. Consumer's Personal Data Rights; Request to Exercise Rights

Currentness

(a) A consumer is entitled to exercise the consumer rights authorized by this section at any time by submitting a request to a controller specifying the consumer rights the consumer wishes to exercise. With respect to the processing of personal data belonging to a known child, a parent or legal guardian of the child may exercise the consumer rights on behalf of the child.

(b) A controller shall comply with an authenticated consumer request to exercise the right to:

(1) confirm whether a controller is processing the consumer's personal data and to access the personal data;

(2) correct inaccuracies in the consumer's personal data, taking into account the nature of the personal data and the purposes of the processing of the consumer's personal data;

(3) delete personal data provided by or obtained about the consumer;

(4) if the data is available in a digital format, obtain a copy of the consumer's personal data that the consumer previously provided to the controller in a portable and, to the extent technically feasible, readily usable format that allows the consumer to transmit the data to another controller without hindrance; or

WESTlAW © 2025 Thomson Reuters. No claim to original U.S. Government Works. 1

A-014 § 541.051. Consumer's Personal Data Rights; Request to..., TX BUS & COM §...

(5) opt out of the processing of the personal data for purposes of:

(A) targeted advertising;

(B) the sale of personal data; or

(C) profiling in furtherance of a decision that produces a legal or similarly significant effect concerning the consumer.

Credits Added by Acts 2023, 88th Leg., ch. 995 (H.B. 4), § 2, eff. July 1, 2024.

V. T. C. A., Bus. & C. § 541.051, TX BUS & COM § 541.051 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-015 Tab D: TDPSA, Tex. Bus. & Com. Code § 541.101

A-016 § 541.101. Controller Duties; Transparency, TX BUS & COM § 541.101

KeyCite Yellow Flag Proposed Legislation

Vernon's Texas Statutes and Codes Annotated Business and Commerce Code (Refs & Annos) Title 11. Personal Identity Information (Refs & Annos) Subtitle C. Consumer Data Protection Chapter 541. Consumer Data Protection (Refs & Annos) Subchapter C. Controller and Processor Data-Related Duties and Prohibitions

V.T.C.A., Bus. & C. § 541.101

§ 541.101. Controller Duties; Transparency

Currentness

(a) A controller:

(1) shall limit the collection of personal data to what is adequate, relevant, and reasonably necessary in relation to the purposes for which that personal data is processed, as disclosed to the consumer; and

(2) for purposes of protecting the confidentiality, integrity, and accessibility of personal data, shall establish, implement, and maintain reasonable administrative, technical, and physical data security practices that are appropriate to the volume and nature of the personal data at issue.

(b) A controller may not:

(1) except as otherwise provided by this chapter, process personal data for a purpose that is neither reasonably necessary to nor compatible with the disclosed purpose for which the personal data is processed, as disclosed to the consumer, unless the controller obtains the consumer's consent;

(2) process personal data in violation of state and federal laws that prohibit unlawful discrimination against consumers;

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A-017 § 541.101. Controller Duties; Transparency, TX BUS & COM § 541.101

(3) discriminate against a consumer for exercising any of the consumer rights contained in this chapter, including by denying goods or services, charging different prices or rates for goods or services, or providing a different level of quality of goods or services to the consumer; or

(4) process the sensitive data of a consumer without obtaining the consumer's consent, or, in the case of processing the sensitive data of a known child, without processing that data in accordance with the Children's Online Privacy Protection Act of 1998 (15 U.S.C. Section 6501 et seq.).

(c) Subsection (b)(3) may not be construed to require a controller to provide a product or service that requires the personal data of a consumer that the controller does not collect or maintain or to prohibit a controller from offering a different price, rate, level, quality, or selection of goods or services to a consumer, including offering goods or services for no fee, if the consumer has exercised the consumer's right to opt out under Section 541.051 or the offer is related to a consumer's voluntary participation in a bona fide loyalty, rewards, premium features, discounts, or club card program.

Credits Added by Acts 2023, 88th Leg., ch. 995 (H.B. 4), § 2, eff. July 1, 2024.

V. T. C. A., Bus. & C. § 541.101, TX BUS & COM § 541.101 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-018 Tab E: TDPSA, Tex. Bus. & Com. Code § 541.102

A-019 § 541.102. Privacy Notice, TX BUS & COM § 541.102

KeyCite Yellow Flag Proposed Legislation

Vernon's Texas Statutes and Codes Annotated Business and Commerce Code (Refs & Annos) Title 11. Personal Identity Information (Refs & Annos) Subtitle C. Consumer Data Protection Chapter 541. Consumer Data Protection (Refs & Annos) Subchapter C. Controller and Processor Data-Related Duties and Prohibitions

V.T.C.A., Bus. & C. § 541.102

§ 541.102. Privacy Notice

Currentness

(a) A controller shall provide consumers with a reasonably accessible and clear privacy notice that includes:

(1) the categories of personal data processed by the controller, including, if applicable, any sensitive data processed by the controller;

(2) The purpose for processing personal data;

(3) how consumers may exercise their consumer rights under Subchapter B, including the process by which a consumer may appeal a controller's decision with regard to the consumer's request;

(4) if applicable, the categories of personal data that the controller shares with third parties;

(5) if applicable, the categories of third parties with whom the controller shares personal data; and

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A-020 § 541.102. Privacy Notice, TX BUS & COM § 541.102

(6) a description of the methods required under Section 541.055 through which consumers can submit requests to exercise their consumer rights under this chapter.

(b) If a controller engages in the sale of personal data that is sensitive data, the controller shall include the following notice:

“NOTICE: We may sell your sensitive personal data.” The notice must be posted in the same location and in the same manner as the privacy notice described by Subsection (a).

(c) If a controller engages in the sale of personal data that is biometric data, the controller shall include the following notice:

“NOTICE: We may sell your biometric personal data.” The notice must be posted in the same location and in the same manner as the privacy notice described by Subsection (a).

Credits Added by Acts 2023, 88th Leg., ch. 995 (H.B. 4), § 2, eff. July 1, 2024.

V. T. C. A., Bus. & C. § 541.102, TX BUS & COM § 541.102 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-021 Tab F: TDPSA, Tex. Bus. & Com. Code § 541.103

A-022 § 541.103. Sale of Data to Third Parties and Processing..., TX BUS & COM §...

KeyCite Yellow Flag Proposed Legislation

Vernon's Texas Statutes and Codes Annotated Business and Commerce Code (Refs & Annos) Title 11. Personal Identity Information (Refs & Annos) Subtitle C. Consumer Data Protection Chapter 541. Consumer Data Protection (Refs & Annos) Subchapter C. Controller and Processor Data-Related Duties and Prohibitions

V.T.C.A., Bus. & C. § 541.103

§ 541.103. Sale of Data to Third Parties and Processing Data for Targeted Advertising; Disclosure

Currentness

If a controller sells personal data to third parties or processes personal data for targeted advertising, the controller shall clearly and conspicuously disclose that process and the manner in which a consumer may exercise the right to opt out of that process.

Credits Added by Acts 2023, 88th Leg., ch. 995 (H.B. 4), § 2, eff. July 1, 2024.

V. T. C. A., Bus. & C. § 541.103, TX BUS & COM § 541.103 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-023 Tab G: Data Broker Law, Tex. Bus. & Com. Code § 509.001

A-024 § 509.001. Definitions, TX BUS & COM § 509.001

KeyCite Red Flag Enacted Legislation Renumbered by 2025 Tex. Sess. Law Serv. Ch. 204 (H.B. 1620) (VERNON'S),

Vernon's Texas Statutes and Codes Annotated Business and Commerce Code (Refs & Annos) Title 11. Personal Identity Information (Refs & Annos) Subtitle A. Identifying Information Chapter 509. Data Brokers (Refs & Annos)

V.T.C.A., Bus. & C. § 509.001

§ 509.001. Definitions

Currentness

In this chapter:

(1) “Biometric data” means data generated by automatic measurements of an individual's biological patterns or characteristics, including fingerprint, voiceprint, retina or iris scan, information pertaining to an individual's DNA, or another unique biological pattern or characteristic that is used to identify a specific individual.

(2) “Child” means an individual younger than 13 years of age.

(3) “Collect,” in the context of data, means to obtain, receive, access, or otherwise acquire the data by any means, including by purchasing or renting the data.

(4) “Data broker” means a business entity whose principal source of revenue is derived from the collecting, processing, or transferring of personal data that the entity did not collect directly from the individual linked or linkable to the data.

(5) “Deidentified data” means data that cannot reasonably be linked to an identified or identifiable individual or to a device linked to that individual.

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A-025 § 509.001. Definitions, TX BUS & COM § 509.001

(6) “Employee” includes an individual who is a director, officer, staff member, trainee, volunteer, or intern of an employer or an individual working as an independent contractor for an employer, regardless of whether the individual is paid, unpaid, or employed on a temporary basis. The term does not include an individual contractor who is a service provider.

(7) “Employee data” means information collected, processed, or transferred by an employer if the information:

(A) is related to:

(i) a job applicant and was collected during the course of the hiring and application process;

(ii) an employee who is acting in a professional capacity for the employer, including the employee's business contact information such as the employee's name, position, title, business telephone number, business address, or business e-mail address;

(iii) an employee's emergency contact information; or

(iv) an employee or the employee's spouse, dependent, covered family member, or beneficiary; and

(B) was collected, processed, or transferred solely for:

(i) a purpose relating to the status of a person described by Paragraph (A)(i) as a current or former job applicant of the employer;

(ii) a purpose relating to the professional activities of an employee described by Paragraph (A)(ii) on behalf of the employer;

(iii) the purpose of having an emergency contact on file for an employee described by Paragraph (A)(iii) and for transferring the information in case of an emergency; and

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A-026 § 509.001. Definitions, TX BUS & COM § 509.001

(iv) the purpose of administering benefits to which an employee described by Paragraph (A)(iv) is entitled or to which another person described by that paragraph is entitled on the basis of the employee's position with the employer.

(8) “Genetic data” means any data, regardless of format, concerning an individual's genetic characteristics. The term includes:

(A) raw sequence data derived from sequencing all or a portion of an individual's extracted DNA; and

(B) genotypic and phenotypic information obtained from analyzing an individual's raw sequence data.

(9) “Individual” means a natural person residing in this state.

(10) “Known child” means a child under circumstances where a data broker has actual knowledge of, or wilfully disregards obtaining actual knowledge of, the child's age.

(11) “Personal data” means any information, including sensitive data, that is linked or reasonably linkable to an identified or identifiable individual. The term includes pseudonymous data when the information is used by a controller or processor in conjunction with additional information that reasonably links the information to an identified or identifiable individual. The term does not include deidentified data, employee data, or publicly available information.

(12) “Precise geolocation data” means information accessed on a device or technology that shows the past or present physical location of an individual or the individual's device with sufficient precision to identify street-level location information of the individual or device in a range of not more than 1,850 feet. The term does not include location information regarding an individual or device identifiable or derived solely from the visual content of a legally obtained image, including the location of a device that captured the image.

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A-027 § 509.001. Definitions, TX BUS & COM § 509.001

(13) “Process,” in the context of data, means an operation or set of operations performed, whether by manual or automated means, on personal data or on sets of personal data, such as the collection, use, storage, disclosure, analysis, deletion, or modification of personal data.

(14) “Publicly available information” means information that:

(A) is lawfully made available through government records;

(B) a business has a reasonable basis to believe is lawfully available to the general public through widely distributed media; or

(C) is lawfully made available by a consumer, or by a person to whom a consumer has disclosed the information, unless the consumer has restricted access to the information to a specific audience.

(15) “Sensitive data” means:

(A) a government-issued identifier not required by law to be available publicly, including:

(i) a social security number;

(ii) a passport number; or

(iii) a driver's license number;

(B) information that describes or reveals an individual's mental or physical health diagnosis, condition, or treatment;

(C) an individual's financial information, except the last four digits of a debit or credit card number, including:

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A-028 § 509.001. Definitions, TX BUS & COM § 509.001

(i) a financial account number;

(ii) a credit or debit card number; or

(iii) information that describes or reveals the income level or bank account balances of the individual;

(D) biometric data;

(E) genetic data;

(F) precise geolocation data;

(G) an individual's private communication that:

(i) if made using a device, is not made using a device provided by the individual's employer that provides conspicuous notice to the individual that the employer may access communication made using the device; and

(ii) includes, unless the data broker is the sender or an intended recipient of the communication:

(a) the individual's voicemails, e-mails, texts, direct messages, or mail;

(b) information that identifies the parties involved in the communications; and

(c) information that relates to the transmission of the communications, including telephone numbers called, telephone numbers from which calls were placed, the time calls were made, call duration, and location information of the parties to the call;

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A-029 § 509.001. Definitions, TX BUS & COM § 509.001

(H) a log-in credential, security code, or access code for an account or device;

(I) information identifying the sexual behavior of the individual in a manner inconsistent with the individual's reasonable expectation regarding the collection, processing, or transfer of the information;

(J) calendar information, address book information, phone or text logs, photos, audio recordings, or videos:

(i) maintained for private use by an individual and stored on the individual's device or in another location; and

(ii) not communicated using a device provided by the individual's employer unless the employee was provided conspicuous notice that the employer may access communication made using the device;

(K) a photograph, film, video recording, or other similar medium that shows the individual or a part of the individual nude or wearing undergarments;

(L) information revealing the video content requested or selected by an individual that is not:

(i) collected by a provider of broadcast television service, cable service, satellite service, streaming media service, or other video programming, as that term is defined by 47 U.S.C. Section 613(h)(2); or

(ii) used solely for transfers for independent video measurement;

(M) information regarding a known child;

(N) information revealing an individual's racial or ethnic origin, color, religious beliefs, or union membership;

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A-030 § 509.001. Definitions, TX BUS & COM § 509.001

(O) information identifying an individual's online activities over time accessing multiple Internet websites or online services; or

(P) information collected, processed, or transferred for the purpose of identifying information described by this subdivision.

(16) “Service provider” means a person that receives, collects, processes, or transfers personal data on behalf of, and at the direction of, a business or governmental entity, including a business or governmental entity that is another service provider, in order for the person to perform a service or function with or on behalf of the business or governmental entity.

(17) “Transfer,” in the context of data, means to disclose, release, share, disseminate, make available, sell, or license the data by any means or medium.

Credits Added by Acts 2023, 88th Leg., ch. 963 (S.B. 2105), § 1, eff. Sept. 1, 2023.

V. T. C. A., Bus. & C. § 509.001, TX BUS & COM § 509.001 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-031 Tab H: Data Broker Law, Tex. Bus. & Com. Code § 509.005

A-032 § 509.005. Registration, TX BUS & COM § 509.005

KeyCite Red Flag Enacted Legislation Renumbered by 2025 Tex. Sess. Law Serv. Ch. 204 (H.B. 1620) (VERNON'S),

Vernon's Texas Statutes and Codes Annotated Business and Commerce Code (Refs & Annos) Title 11. Personal Identity Information (Refs & Annos) Subtitle A. Identifying Information Chapter 509. Data Brokers (Refs & Annos)

V.T.C.A., Bus. & C. § 509.005

§ 509.005. Registration

Currentness

(a) To conduct business in this state, a data broker to which this chapter applies shall register with the secretary of state by filing a registration statement and paying a registration fee of $300.

(b) The registration statement must include:

(1) the legal name of the data broker;

(2) a contact person and the primary physical address, e-mail address, telephone number, and Internet website address for the data broker;

(3) a description of the categories of data the data broker processes and transfers;

(4) a statement of whether or not the data broker implements a purchaser credentialing process;

(5) if the data broker has actual knowledge that the data broker possesses personal data of a known child:

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A-033 § 509.005. Registration, TX BUS & COM § 509.005

(A) a statement detailing the data collection practices, databases, sales activities, and opt-out policies that are applicable to the personal data of a known child; and

(B) a statement on how the data broker complies with applicable federal and state law regarding the collection, use, or disclosure of personal data from and about a child on the Internet; and

(6) the number of security breaches the data broker has experienced during the year immediately preceding the year in which the registration is filed, and if known, the total number of consumers affected by each breach.

(c) A registration of a data broker may include any additional information or explanation the data broker chooses to provide to the secretary of state concerning the data broker's data collection practices.

(d) A registration certificate expires on the first anniversary of its date of issuance. A data broker may renew a registration certificate by filing a renewal application, in the form prescribed by the secretary of state, and paying a renewal fee in the amount of $300.

Credits Added by Acts 2023, 88th Leg., ch. 963 (S.B. 2105), § 1, eff. Sept. 1, 2023.

V. T. C. A., Bus. & C. § 509.005, TX BUS & COM § 509.005 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-034 Tab I: Tex. Ins. Code § 541.002

A-035 § 541.002. Definitions, TX INS § 541.002

Vernon's Texas Statutes and Codes Annotated Insurance Code Title 5. Protection of Consumer Interests (Refs & Annos) Subtitle C. Deceptive, Unfair, and Prohibited Practices Chapter 541. Unfair Methods of Competition and Unfair or Deceptive Acts or Practices (Refs & Annos) Subchapter A. General Provisions

V.T.C.A., Insurance Code § 541.002

§ 541.002. Definitions

Currentness

In this chapter:

(1) “Knowingly” means actual awareness of the falsity, unfairness, or deceptiveness of the act or practice on which a claim for damages under Subchapter D 1 is based. Actual awareness may be inferred if objective manifestations indicate that a person acted with actual awareness.

(2) “Person” means an individual, corporation, association, partnership, reciprocal or interinsurance exchange, Lloyd's plan, fraternal benefit society, or other legal entity engaged in the business of insurance, including an agent, broker, or adjuster.

Credits Added by Acts 2003, 78th Leg., ch. 1274, § 2, eff. April 1, 2005. Amended by Acts 2021, 87th Leg., ch. 355 (H.B. 4030), § 3, eff. Sept. 1, 2021.

Notes of Decisions (19)

O’CONNOR’S CROSS REFERENCES See also O'Connors Texas COA, “Deceptive Insurance Practices,” ch. 13-C, §1 et seq.

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A-036 § 541.002. Definitions, TX INS § 541.002

Footnotes

1 V.T.C.A., Insurance Code § 541.151 et seq.

V. T. C. A., Insurance Code § 541.002, TX INS § 541.002 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-037 Tab J: Tex. Ins. Code § 541.003

A-038 § 541.003. Unfair Methods of Competition and Unfair or..., TX INS § 541.003

Vernon's Texas Statutes and Codes Annotated Insurance Code Title 5. Protection of Consumer Interests (Refs & Annos) Subtitle C. Deceptive, Unfair, and Prohibited Practices Chapter 541. Unfair Methods of Competition and Unfair or Deceptive Acts or Practices (Refs & Annos) Subchapter A. General Provisions

V.T.C.A., Insurance Code § 541.003

§ 541.003. Unfair Methods of Competition and Unfair or Deceptive Acts or Practices Prohibited

Currentness

A person may not engage in this state in a trade practice that is defined in this chapter as or determined under this chapter to be an unfair method of competition or an unfair or deceptive act or practice in the business of insurance.

Credits Added by Acts 2003, 78th Leg., ch. 1274, § 2, eff. April 1, 2005.

Notes of Decisions (529)

O’CONNOR’S CROSS REFERENCES See also O'Connors Texas COA, “Deceptive Insurance Practices,” ch. 13-C, §1 et seq.

V. T. C. A., Insurance Code § 541.003, TX INS § 541.003 Current through legislation effective July 1, 2025, of the 2025 Regular Session of the 89th Legislature. Some statute sections may be more current, but not necessarily complete through the whole Session. See credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-039 Tab K: Plaintiff’s First Amended Petition (Am. C.R. 205)

A-040 Received and E-Filed for Record 4/2/2025 3:03 PM Melisa Miller, District Clerk Montgomery County, Texas Deputy Clerk, Patricia Ivey

CAUSE NO. 25-01-00561

THE STATE OF TEXAS, ) IN THE DISTRICT COURT OF Plaintiff, ) ) v. ) ) THE ALLSTATE CORPORATION, ) MONTGOMERY COUNTY, TEXAS ALLSTATE INSURANCE COMPANY, ) ALLSTATE VEHICLE AND ) PROPERTY INSURANCE COMPANY, ) ARITY, LLC, ) ARITY 875, LLC, and ) ARITY SERVICES, LLC, ) Defendants. ) 457th JUDICIAL DISTRICT ) ) JURY TRIAL DEMANDED

PLAINTIFF’S FIRST AMENDED PETITION

Plaintiff, the State of Texas (“Plaintiff” or the “State”), acting by and through the Attorney

General of Texas, Ken Paxton (“Attorney General”), brings this action against Defendant The

Allstate Corporation, Defendant Allstate Insurance Company, Defendant Allstate Vehicle and

Property Insurance Company (collectively, “Allstate Defendants”), Defendant Arity, LLC,

Defendant Arity 875, LLC, and Defendant Arity Services, LLC (collectively, the “Arity

Defendants,” and collectively with Allstate Defendants, “Defendants”), for violating the Texas

Data Privacy and Security Act, Tex. Bus. & Com. Code §§ 541.001 et seq. (“TDPSA”); Tex. Bus.

& Com. Code §§ 509.001 et seq. (“Data Broker Law”); and Tex. Ins. Code §§ 541.001 et seq.

(“Texas Insurance Code”).

205 A-041 INTRODUCTION

1. Defendant, The Allstate Corporation (“AllCorp”) derives more insurance revenue

in the State of Texas than any other state. 1 While AllCorp substantially benefits from its success

in Texas, it ran into a problem—Texas is classified as a high-risk car insurance market due to a

higher than average number of “risky drivers,” which are, purportedly, more likely to make an

auto insurance claim and, as a result, cut into AllCorp’s profits.

2. To protect their profits in their largest market, Defendants conspired to secretly

collect and sell “trillions of miles” of consumers’ “driving behavior” data from mobile devices, in-

car devices, and vehicles. 2 Defendants used the illicitly obtained data to build the “world’s largest

driving behavior database,” which, according to Defendants, houses the driving behavior data of

over 45 million Americans. 3 Defendants created the database for two main purposes: (1) to support

Allstate Defendants’ car insurance business and (2) profit from selling the driving behavior data

to third parties, including other car insurance carriers (“Insurers”). 4 Millions of Americans,

including over three million Texans, were never informed of nor consented to, Defendants’

continuous collection and sale of their data.

3. Defendants covertly collected much of their “trillions of miles” of data by

maintaining active connections with consumers’ mobile devices and harvesting the data directly

from their phones. Defendants developed and integrated software into third-party apps so that

when a consumer downloaded the third-party app onto their phone, they also unwittingly

downloaded Defendants’ software. Once Defendants’ software was downloaded onto a

consumer’s device, Defendants could monitor the consumer’s location and movement in real-time.

1 https://www.allstateinvestors.com/node/30391/html (“2023 SEC Filing”). 2 https://arity.com/ 3 https://arity.com/solutions/vehicle-miles-traveled/ 4 https://arity.com/

A-042 4. Through the software integrated into the third-party apps, Defendants pulled a

litany of valuable data directly from consumers’ mobile phones. This data included the phone’s

geolocation data, accelerometer data, magnetometer data, and gyroscopic data, which monitors

details such as the phone’s altitude, longitude, latitude, bearing, GPS time, speed, and accuracy.

5. To encourage developers to adopt Defendants’ software, Defendants paid app

developers millions of dollars to integrate Defendants’ software into their apps. Defendants further

incentivized developer participation by creating generous bonus incentives for increasing the size

of their dataset. According to the Arity Defendants, the apps integrated with their software

currently allow them to “capture[] [data] every 15 seconds or less” from “40 [million] active

mobile connections.” 5 This data included precise geolocation, trip attribute data, movement data,

“dwell time,” user metadata, and many other data points of over 40 million mobile phones.

6. Once collected, Defendants found several ways to monetize the ill-gotten data,

including by selling access to Defendants’ driving behavior database to other Insurers and using

the data for Allstate Defendants’ own insurance underwriting. If a consumer requested a car

insurance quote or had to renew their coverage, Insurers would access that consumer’s driving

behavior data in Defendants’ database. Insurers then used that consumer’s data to justify increasing

their car insurance premiums, denying them coverage, or dropping them from coverage.

7. The Arity Defendants marketed and sold the data obtained through third-party apps

as “driving” data reflecting consumers’ driving habits, despite the data being collected from and

about the location of a person’s phone. More recently, however, Defendants began purchasing data

about vehicles’ operation directly from car manufacturers. Defendants ostensibly did this to better

account for their inability to distinguish whether a person was actually driving or a passenger based

5 https://arity.com/solutions/real-time-insights/ (emphasis added).

A-043 on the location and movements of their phone. The manufacturers that Defendants purchased data

from included Toyota, Lexus, Mazda, Chrysler, Dodge, Fiat, Jeep, Maserati, and Ram. Allstate

Defendants have used this data for their own insurance underwriting purposes.

8. Consumers did not consent to, nor were they aware of Defendants’ collection, use,

or sale of immeasurable amounts of their sensitive data. Pursuant to their agreements with app

developers, Defendants had varying levels of control over the privacy disclosures and consent

language that app developers presented and obtained from consumers. However, Defendants never

informed consumers about their extensive data collection, nor did Defendants obtain consumers’

consent to engage in such data collection. Finally, Defendants never informed consumers about

the myriad of ways Defendants would analyze, use, and monetize their sensitive data.

9. Defendants’ conduct violates the TDPSA, the Data Broker Law, and the Texas

Insurance Code’s prohibition on unfair and deceptive acts and practices in the business of

insurance. 6 The State of Texas contends that this proceeding is in the public interest and brings

this action to end and penalize the privacy and financial harms caused by Defendants’ conduct.

JURISDICTION AND VENUE

10. This action is brought by the Texas Attorney General’s Office through its

Consumer Protection Division in the name of the State of Texas and in the public interest, pursuant

to the authority granted by Section 541.155 of the TDPSA, Section 509.008 of the Data Broker

Law, and Sections 541.201 through 541.207 of the Texas Insurance Code.

6 See, e.g., Concurring and Dissenting Statement of Commissioner Andrew N. Ferguson, In re Gravy Analytics, Inc. & In re Mobilewalla, Inc., Federal Trade Commission, Matter Nos. 2123035 & 2023196 (Dec. 3, 2024), available at https://www.ftc.gov/system/files/ftc_gov/pdf/gravy_-mobilewalla-ferguson-concurrence.pdf (“Given that the failure to obtain meaningful consent to the collection of precise location data is widespread, data brokers that purchase sensitive information cannot avoid liability by turning a blind eye to the strong possibility that consumers did not consent to its collection and sale. The sale of precise location data collected without the consumer’s consent poses a similarly unavoidable and substantial risk of injury to the consumer as does the sale of the non-anonymized data.”).

A-044 11. In enforcement actions filed pursuant to Section 541.155 of the TDPSA, the

Attorney General may seek civil penalties and injunctive relief. In addition, the Attorney General

may recover reasonable attorney’s fees and other reasonable expenses incurred in investigating

and bringing an action.

12. In enforcement actions filed pursuant to Section 509.008 of the Data Broker Law,

the Attorney General may recover civil penalties. In addition, the Attorney General may recover

reasonable attorney’s fees and court costs incurred in bringing the action.

13. In enforcement actions filed pursuant to Sections 541.201 through 541.207 of the

Texas Insurance Code, the Attorney General may seek civil penalties, redress for consumers, and

injunctive relief. In addition, the Attorney General may pursue reasonable attorney’s fees and

litigation expenses in connection with the prosecution of the instant action, in accordance with

Texas Government Code Section 402.006(c).

14. Jurisdiction is proper for the reasons described throughout this Petition, including

because Defendants engaged in unlawful conduct targeting the data of Texans, profited from

Texans’ data, and harmed millions of Texas consumers through their actions.

15. Venue of this suit lies in Montgomery County, Texas, pursuant to Section 541.202

of the Texas Insurance Code, because Defendants have done business in Montgomery County and

because transactions at issue in this suit have occurred in Montgomery County.

DISCOVERY

16. The discovery in this case should be conducted under Level 3 pursuant to Texas

Rule of Civil Procedure 190.4. Restrictions concerning expedited discovery under Texas Rule of

Civil Procedure 169 do not apply because the State seeks non-monetary injunctive relief as part of

its claims.

A-045 17. In addition to injunctive relief, the State claims entitlement to monetary relief in an

amount greater than $1,000,000.00, including civil penalties, reasonable attorney’s fees, litigation

expenses, restitution, and costs.

PARTIES

18. The Office of the Attorney General of Texas by and through its Consumer

Protection Division brings this action pursuant to its authority under Section 541.155 of the

TDPSA, Section 509.008 of the Data Broker Law, and Sections 541.201 through 541.207 of the

Texas Insurance Code.

19. Defendant The Allstate Corporation is a United States public corporation

headquartered in Glenview, Illinois, and incorporated under the laws of Delaware. Together with

its subsidiaries, Defendant The Allstate Corporation provides insurance products, including car

insurance, throughout the United States, including Montgomery County, Texas. Defendant The

Allstate Corporation may be served through its registered agent, C T Corporation System, 1999

Bryan Street, Suite 900, Dallas, Texas 75201. According to Arity’s website, Defendant The

Allstate Corporation founded Arity in 2016. 7

20. Defendant Allstate Insurance Company is a wholly owned subsidiary of The

Allstate Corporation and is headquartered in Northbrook, Illinois, and incorporated under the laws

of Illinois. Defendant Allstate Insurance Company provides insurance products, including car

insurance, throughout the United States, including Montgomery County, Texas, and maintains at

least one office in Montgomery County, Texas. Defendant Allstate Insurance Company may be

served through its registered agent, C T Corporation System, 1999 Bryan Street, Suite 900, Dallas,

Texas 75201.

7 https://arity.com/about-us/

A-046 21. Defendant Allstate Vehicle and Property Insurance Company is a subsidiary of

The Allstate Corporation and is headquartered in Northbrook, Illinois, and incorporated under the

laws of Illinois. Defendant Allstate Vehicle and Property Insurance Company provides insurance

products, including car insurance, throughout the United States, including Montgomery County,

Texas. Allstate Vehicle and Property Insurance Company may be served through its registered

agent, C T Corporation System, 1999 Bryan Street, Suite 900, Dallas, Texas 75201.

22. Defendant Arity, LLC, was founded by Defendant The Allstate Corporation in

2016 and is a wholly owned subsidiary of The Allstate Corporation. Arity is a “fully remote

company” 8 but lists that its headquarters is in Chicago, Illinois, and it is incorporated under the

laws of Delaware. Defendant Arity, LLC, is a mobility data and analytics company that, together

with the other subsidiaries of Defendant The Allstate Corporation, collects and analyzes data

obtained throughout the United States, including Montgomery County, Texas, and uses predictive

analytics to build solutions to sell to third parties. According to Arity, LLC’s privacy policy,

regardless of a consumer’s state of residence, a consumer can contact Arity, LLC, with questions

or concerns about Arity, LLC’s privacy practices by mailing Arity, LLC’s Data Protection Officer

at PO Box 227238, Dallas, TX 75222-7238. Arity, LLC, may be served through its registered

agent, C T Corporation System, 1999 Bryan Street, Suite 900, Dallas, Texas 75201.

23. Defendant Arity 875, LLC, was founded by Defendant The Allstate Corporation

in 2016 and is a wholly owned subsidiary of The Allstate Corporation. Arity is a “fully remote

company” 9 but lists that its headquarters is in Chicago, Illinois, and it is incorporated under the

laws of Delaware. Defendant Arity 875, LLC, is a mobility data and analytics company that,

together with the other subsidiaries of Defendant The Allstate Corporation, collects and analyzes

8 https://arity.com/about-us/careers/. 9 https://arity.com/about-us/careers/.

A-047 data obtained throughout the United States, including Montgomery County, Texas, and uses

predictive analytics to build solutions to sell to third parties. According to Arity 875, LLC’s

privacy policy, regardless of a consumer’s state of residence, a consumer can contact Arity, LLC,

with questions or concerns about Arity 875, LLC’s privacy practices by mailing Arity 875, LLC’s

Data Protection Officer at PO Box 227238, Dallas, TX 75222-7238. Arity, LLC, may be served

through its registered agent, C T Corporation System, 1999 Bryan Street, Suite 900, Dallas, Texas

75201. Arity 875, LLC, may be served through its registered agent, C T Corporation System, 1999

Bryan Street, Suite 900, Dallas, Texas 75201.

24. Defendant Arity Services, LLC, was founded by Defendant The Allstate

Corporation in 2016 and is a wholly owned subsidiary of The Allstate Corporation. Arity is a “fully

remote company” 10 but lists that its headquarters is in Chicago, Illinois, and it is incorporated

under the laws of Delaware. Defendant Arity Services, LLC, is a mobility data and analytics

company that, together with the other subsidiaries of Defendant The Allstate Corporation, collects

and analyzes data obtained throughout the United States, including Montgomery County, Texas,

and uses predictive analytics to build solutions to sell to third parties. Arity Services, LLC, may

be served through its registered agent, C T Corporation System, 1999 Bryan Street, Suite 900,

Dallas, Texas 75201.

25. On information and belief, the Arity Defendants share all officers and operations

among and between each other, such as their President, Gary Hallgren.

PUBLIC INTEREST

26. The State has reason to believe that Defendants are engaging in or have engaged in

the unlawful acts or practices set forth below. In addition, the State has reason to believe that

10 https://arity.com/about-us/careers/.

A-048 Defendants have caused injury, loss, and damage to the State, and have caused adverse effects to

the lawful conduct of trade and commerce, thereby directly or indirectly affecting the people of

this State. Therefore, the Consumer Protection Division of the Office of the Attorney General

initiates this proceeding in the public interest. See Tex. Ins. Code § 541.201.

PRE-SUIT NOTICE

27. Section 541.154 of the TDPSA requires the Attorney General to “notify a person

in writing, not later than the 30th day before bringing [an] action, identifying the specific

provisions of [the TDPSA] the attorney general alleges have been or are being violated.” Further,

the Attorney General may not bring an action if, within thirty (30) days of receiving notice from

the Attorney General, a person “provides the attorney general a written statement that the person:

(A) cured the alleged violation; (B) notified the consumer that the consumer’s privacy violation

was addressed, if the consumer’s contact information has been made available to the person; (C)

provided supportive documentation to show how the privacy violation was cured; and (D) made

changes to internal policies, if necessary, to ensure that no such further violations will occur.” Tex.

Bus. & Com. Code § 541.154.

28. On November 29, 2024, the Attorney General, by and through the Consumer

Protection Division of the Office of the Attorney General, notified the Arity Defendants that their

collection and sale of consumers’ sensitive data appeared to violate Sections 541.102(a)(1),

541.101(b)(4), 541.102(b), 541.103, 541.051(b)(5), and 541.102(a)(3) of the TDPSA. See Nov.

29, 2024 Notice of Violation (“Attachment 1”).

29. As of December 29, 2024—thirty (30) days after receiving the Notice of

Violation—the Arity Defendants did not cure the alleged violation(s) in accordance with Section

541.154 of the TDPSA because the Arity Defendants did not provide the Attorney General a

A-049 written statement and supportive documentation showing that the Arity Defendants: (1) cured the

alleged violation(s); (2) notified affected consumers of the privacy violations; and (3) made

changes to internal policies, if necessary.

30. The Consumer Protection Division also provided the Arity Defendants notice on

April 2, 2024, that the Arity Defendants had apparently failed to register with the Texas Secretary

of State as required by the Data Broker Law. On information and belief, the Arity Defendants have

not registered with the Texas Secretary of State as of the filing of the State’s Original Petition.

FACTS

31. Defendants have amassed the data of millions of Americans, including—on

information and belief—at least three million Texans. 11 Defendants obtained this data in at least

two ways: (1) by installing software designed and patented by Allstate Defendants into various

mobile apps that allowed Defendants to collect and use data directly from consumers’ phones; and

(2) by contracting to obtain data directly from vehicle manufacturers.

32. Defendants have monetized and financially benefited from this data in a variety of

ways, including by building and selling Insurers access to the “world’s largest driving behavior

database,” consisting of the “driving behavior” data of over 45 million Americans, 12 and by using

the data for the Allstate Defendants’ own insurance underwriting purposes.

33. Defendants never notified consumers nor obtained their consent to collect or sell

their data.

I. The Allstate Defendants Developed Software to Covertly Collect Consumers’ Location Data

11 https://arity.com/solutions/vehicle-miles-traveled/ 12 https://arity.com/

A-050 34. On information and belief, in 2015 the Allstate Defendants designed and patented

a software development kit (“SDK”) that could be integrated into mobile phone applications to

collect data about the location and movements of a person’s phone. In general, SDKs can provide

app developers a helpful tool to build and develop their apps. SDKs usually consist of a set of tools

(APIs, software, etc.) with preprogrammed functions that are integrated into an app and operate in

the background.

35. But the SDK Defendants developed was little more than a way for Defendants to

scrape user data from several third-party apps under the pretext of providing a necessary function.

Specifically, Defendants designed the Arity Driving Engine SDK (“Arity SDK”) to collect an

immense amount of granular data points from or about the location of a person’s mobile phone

(“Arity SDK Data”).

36. Once installed in a mobile app, the Arity SDK harvested several types of data,

including but not limited to:

(a) a mobile phone’s geolocation data, accelerometer data, magnetometer data, and

gyroscopic data;

(b) “Trip attributes,” which included information about a consumer’s movements, such

as start and end location, distance, duration, start and end time, and termination

reason code;

(c) “GPS points,” such as the accuracy, position, longitude, latitude, heading, speed,

GPS time, time received, bearing, and altitude of a consumer’s mobile phone;

(d) “Derived events,” such as acceleration, speeding, distracted driving, crash

detection, and attributes such as start and end location, start and end time, speed

attribute, rate of change attribute, and signal strength attribute; and

A-051 (e) Metadata, such as ad ID, country code, iOS vs. Android indicator, User ID, device

type, app version, and OS version.

37. Because the Arity SDK operated and collected data in the background, absent being

notified by Defendants or the app, users would be kept in the dark about the Arity SDK’s existence.

Apps users would likewise be unaware that Defendants were directly collecting Arity SDK Data

from their phones. Defendants never notified nor otherwise informed consumers that they were

collecting their data via the Arity SDK and the apps.

II. Defendants Paid to Integrate the Arity SDK into Mobile Apps

38. Since at least 2017, Defendants have been “licensing” the Arity SDK by paying

app developers millions of dollars to integrate the Arity SDK into their respective mobile apps. On

information and belief, to avoid alerting consumers of their data collection, Defendants only sought

to partner with apps that, prior to contracting with Defendants, already contained features that

relied on location information to function properly. The apps that integrated the Arity SDK

included Routely, 13 Life360, GasBuddy, and Fuel Rewards. GasBuddy and Fuel Rewards are

headquartered in Dallas, Texas.

39. Each of these apps routinely requested and received permission from users to use

their location information to enable certain in-app features prior to integrating the Arity SDK. But

after an app integrated the Arity SDK, if an app user allowed the app to access their location

information for those same in-app features, the user was also unwittingly enabling Defendants to

collect the Arity SDK Data via the Arity SDK.

40. Defendants’ agreements with app developers generally had similar key provisions.

Pursuant to these agreements, Defendants granted an app developer a limited license to integrate

13 On information and belief, Defendants now own the Routely app.

A-052 the Arity SDK into the developer’s mobile app. Once integrated into an app, Defendants were

permitted to use the Arity SDK to collect and use the Arity SDK Data from app users’ mobile

phones.

41. Pursuant to their agreements with the app developers, Defendants owned any Arity

SDK Data they collected from an app user and were permitted to use the Arity SDK Data for their

own independent purposes. Defendants further agreed to license or transfer subsets of the Arity

SDK Data to the app developers to use to support specific features in their apps, such as displaying

a summary of a user’s trip and fuel efficiency.

42. On information and belief, the Arity SDK Data in isolation could not (or at least

could not reliably) be linked to a specific individual. To allow Defendants to match specific

individuals to the Arity SDK Data, the app publishers licensed the personal data that they collected

from their users to Defendants. The personal data that mobile apps licensed to Defendants

generally included first and last name, phone number, address, zip code, mobile ad-ID (“MAID”),

device ID, and ad-ID (collectively “Personal Data”). Upon combining the Personal Data with the

Arity SDK Data, Defendants could more reliably identify the specific person being monitored by

the Arity SDK.

III. Defendants’ Products and Services Monetized Consumers’ Data

43. Defendants used the Arity SDK Data and Personal Data, alone and in conjunction

with one another, to develop, advertise, and sell several different products and services to third

parties, including Insurers, and used the Arity SDK Data and Personal Data for the Allstate

Defendants’ own underwriting purposes. Defendants’ products and services included:

(a) Drivesight. In 2015, Allstate Defendants developed Drivesight to generate a driving

score based on Defendants’ own scoring model by analyzing data and generating

driving scores that assign a particular value to an individual’s driving risk. 13

A-053 (b) ArityIQ. The Arity Defendants let companies, including Insurers, “[a]ccess actual

driving behavior collected from mobile phones and connected vehicles to use at

time of quote to more precisely price nearly any driver.” 14

(c) Arity Audiences. The Arity Defendants let companies, including Insurers, “[t]arget

drivers based on risk, mileage, commuting habits” and “[m]ore effectively reach

[their] ideal audiences with the best offers to eliminate wasted spend, increase

retention, and achieve optimal customer LTV.” 15 The Arity Defendants or their

customers could reach “millions of validated drivers, segmented by driving

behavior” to display ads and promotions. 16 On information and belief, as part of

this product, the Arity Defendants could and did display ads to the Texas users of

apps that agreed to integrate the Arity SDK.

(d) Real Time Insights. The Arity Defendants advertised that their business customers

could “[r]eceive granular driver probe and event data for real-time applications.” 17

(e) Routely. The Arity Defendants offer consumers Routely, a “free” application which

purports to provide “helpful insights” into the consumers’ driver data. By contrast,

when marketing to Insurers, Defendants describe Routely as “telematics in a box”

that Insurers can use to “more accurately identify drivers with riskier driving

profiles based on actual driving data, provide personalized discounts or surcharges

at renewal, promote safer driving habits, and improve retention of [their] safer

drivers.” 18

14 https://arity.com/solutions/arity-iq/ 15 https://arity.com/solutions/arity-audiences/ 16 https://arity.com/solutions/arity-marketing-platform/ 17 https://arity.com/solutions/real-time-insights/ 18 https://arity.com/solutions/routely/

A-054 44. The Arity Defendants also marketed and advertised the data they collected and

analyzed from Texans to business customers. 19

Rural areas in west Texas saw an upswing in distracted driving Phone distraction while driving. 2019-2023

Phone distraction

Dallas/Fort Worth

More Less

45. The Arity Defendants also notably primarily marketed the Arity SDK Data to third

parties as “driving behavior” data as opposed to what the Arity SDK Data really was: data about

the movements of a person’s mobile phone. On information and belief, Defendants had no way to

reliably determine whether a person was driving at the time Defendants collected the Arity SDK

Data.

46. For example, if a person was a passenger in a bus, a taxi, or in a friend’s car, and

that vehicle’s driver sped, hard braked, or made a sharp turn, Defendants would conclude that the

passenger, not the actual driver, engaged in “bad” driving behavior based on the Arity SDK Data. 20

Defendants would then subsequently sell and share the data so it could be used to inform decisions

19 https://arity.com/wp-content/uploads/2024/06/arity_GenPop-report_2024.pdf 20 As a further example, it was publicly reported that a person’s driving score was lowered because the “driving” behavior data collected from his phone claimed he was driving when he was actually riding a roller coaster. https://www.cincinnati.com/story/entertainment/2024/10/08/insurance-cuts-driving-score-man-riding-the-beast- kings-island/75554987007/.

A-055 about that passenger’s insurability based on their “bad” driving behavior. The Arity Defendants’

public advertising for their products and services do not disclose the limitations of the Arity SDK

Data.

47. To potentially account for the Arity SDK Data’s limitations, Defendants sought to

combine the SDK Data with data collected directly from vehicles. As a result, Defendants began

purchasing consumers’ driving-related data from car manufacturers such as Toyota, Lexus, Mazda,

Chrysler, Dodge, Fiat, Jeep, Maserati, and Ram. On information and belief, consumers did not

consent, nor were otherwise aware that, Defendants purchased their driving-related data from these

car manufacturers.

IV. Defendants’ Lack of Privacy Disclosures

48. Pursuant to their agreements with app developers, Defendants had varying levels

of control over the privacy disclosures and consent language that app developers presented to

consumers. However, neither Defendants, nor the apps on Defendants’ behalf, informed

consumers that Defendants were collecting Arity SDK Data. Nor did Defendants, nor the apps on

Defendants’ behalf, inform consumers of the various ways that Defendants would collect, use, and

ultimately monetize the Arity SDK Data.

49. For example, Life360 merely told app users that it needed location sharing turned

on “to enable data use for the in-app map, Place Alerts, and location sharing with [a user’s] Circle.”

Nowhere did Life360 even mention Defendants’ existence, let alone any of Defendants’ data

collection or sales. Figure 1 life360 requires these permissions to work property

Location location •et to •Always.• is used to onoblo data u~e for the ;n-opp mop, Piece Aktrts.. and locot,on shoring with your Circle

Push Notifications Stoy up•to-dote with check~ins, alerts. and me5,509e:1,from your Circle,

Motion Sensors MotK>n activity dote provides more rer.able !ocot,on. enables 16Safety features. Driving analytics.. oi,d Crash Detection.

Bluetooth Connect updates to nearby devices and lmpr0ve ror the Life360 commun,ty. locohon 220

A-056 50. Because Defendants did not disclose their conduct, consumers were wholly

unaware that Defendants were collecting the Arity SDK Data from their phone. Consumers were

likewise wholly unaware that Defendants would use the Arity SDK Data to create and sell several

different products and services to third parties, including Insurers.

51. Defendants did not provide consumers with any sort of notice of their data and

privacy practices, nor did the mobile apps notify consumers about Defendants’ practices on

Defendants’ behalf. See Figure 1. Similarly, neither Defendants nor the mobile apps notified

consumers of the ways in which their SDK Data would be used, nor did consumers agree to have

their data used for Defendants’ own products or services. See id.

52. Even if a consumer took the extra step to investigate Defendants outside of their

app, navigated to Defendants’ website, and located their privacy disclosures, they would still not

understand what Defendants did with their data. Consumers reading Defendants’ privacy

disclosures are met with a series of untrue and contradictory statements that do not reflect

Defendants’ practices.

53. For example, Defendants state that they “do not sell personal information for

monetary value,” which is untrue. Defendants sold a number of data-based products and services

A-057 for monetary value that linked a specific app user to their alleged driving behavior. Further,

Defendants do not provide consumers with the ability to request that Defendants stop selling their

data. See Attach. 1, Ex. A.

54. Defendants likewise obscured how they used consumers’ data. In the Arity

Defendants’ privacy disclosures, the Arity Defendants state that they “[u]se [consumers’] personal

data for analytics and profiling.” But in describing how the Arity Defendants “profile” consumers,

the description does not reflect their actual “profiling” conduct—which consisted of Defendants

combining the Arity SDK Data and Personal Data to create a database of driving profiles for more

than 45 million Americans and selling access to said database. Rather, the Arity Defendants

describe their profiling activities as follows:

“We use your personal data to assist in our development of predictive driving models. We may profile [consumers’] personal data only for the purposes of creating a driving score (‘Driving Score’), which is used for our analytics purposes to develop and validate our predictive driving models.” See Attach. 1, Ex. A.

55. In the event a consumer took the extraordinary steps of tracking down the Arity

Defendants’ privacy statements, finding the subparagraph describing profiling, parsing through

the Arity Defendants’ convoluted description of their profiling activities, and concluding that they

did not want the Arity Defendants to use their data to create a “Driving Score” about them,

consumers still could do nothing to stop Defendants from collecting their data and creating a

Driving Score. The Arity Defendants did not describe, nor provide, a method for a consumer to

request that their data not be used to profile them.

56. Similarly, if a consumer concluded they did not want the Arity Defendants to use

their data for targeted advertising, the Arity Defendants instructed them that they could “[l]earn

how to opt out of targeted advertising” by visiting another link. But if a consumer followed that

link, they would be taken to a page that—instead of offering them a way to submit a request to opt

A-058 out of targeted advertising—only provided them with links to several third-party websites, such as

the Apple Support Center. These third-party websites merely contained explanations regarding

how a consumer could turn off certain types of targeted advertising and did not contain a way for

a consumer to submit a request to the Arity Defendants specifically.

CAUSES OF ACTION

COUNT I (Arity Defendants)

Violations of the Texas Data Privacy and Security Act, Tex. Bus. & Com. Code §§ 541.001 et seq. (“TDPSA”)

57. The State incorporates and adopts by reference each and every factual allegation

contained in all preceding paragraphs of this Petition as if fully set forth herein.

58. The TDPSA “regulates the collection, use, processing, and treatment of consumers’

personal data by certain business entities.” 21 The TDPSA defines “personal data” as “any

information, including sensitive data, that is linked or reasonably linkable to an identified or

identifiable individual,” including “pseudonymous data when the data is used by a controller or

processor in conjunction with additional information that reasonably links the data to an identified

or identifiable individual.” Tex. Bus. & Com. Code § 541.001(19).

59. In addition to protecting consumers’ personal data, the TDPSA provides heightened

protections for the “processing” or sale of “sensitive data.” The TDPSA defines “processing” as

an “operation or set of operations performed, whether by manual or automated means, on personal

data or on sets of personal data such as the collection, use, storage, disclosure, analysis, deletion,

or modification of personal data.” Id. at 541.001(22).

60. The TDPSA defines “sensitive data” by providing several examples of sensitive

“categor[ies] of personal data,” such as “precise geolocation data.” Id. at 541.001(29). The TDPSA

21 Tex. House Committee Report (https://capitol.texas.gov/tlodocs/88R/analysis/pdf/HB00004H.pdf).

A-059 defines as “information derived from technology, including global positioning system level

latitude and longitude coordinates or other mechanisms, that directly identifies the specific location

of an individual with precision and accuracy within a radius of 1,750 feet.” Id. at 541.001(21).

61. The Arity Defendants obtained a consumer’s sensitive precise geolocation data by

using the Arity SDK integrated into mobile apps to collect the data directly from a consumer’s

mobile phone, including their phone’s latitude, longitude, speed, GPS time, bearing, and altitude.

The Arity Defendants would take the precise geolocation to analyze and sell the data for their own

purposes.

62. Based on the Arity Defendants’ collection, processing, and sale of consumers’

sensitive precise geolocation data, the Attorney General notified the Arity Defendants that their

conduct violated the following sections of the TDPSA:

Violation 1: Section 541.102(a)(1)

63. Section 541.102(a)(1) of the TDPSA requires a “controller [to] provide consumers

with a reasonably accessible and clear privacy notice that includes . . . any sensitive data processed

by the controller.” The TDPSA defines a “controller” as an “individual or other person that, alone

or jointly with others, determines the purpose and means of processing personal data.” Tex. Bus.

& Com. Code § 541.001(8).

64. The Arity Defendants acted as a controller in several respects, including by

exercising ownership over the data, integrating the Arity SDK into several mobile apps to collect

consumers’ sensitive data, analyzing the data for certain driving behaviors, combining the data

with other data sets, and repurposing the data to sell as part of various products and services.

65. Despite being the controller of the data, consumers were wholly unaware of the

Arity Defendants’ processing of their sensitive data, and the Arity Defendants never provided

A-060 consumers with a privacy notice. By extension, the Arity Defendants did not provide consumers

with notice about the Arity Defendants’ processing of consumers’ sensitive data. Additionally, the

mobile apps did not provide consumers with notice of the Arity Defendants’ processing of their

sensitive data on behalf of the Arity Defendants or in a reasonably accessible or clear manner.

66. The Arity Defendants did not provide a reasonably clear and accessible privacy

notice indicating the sensitive data processed by the controller. As a result, the Arity Defendants

violated TDPSA Section 541.102(a)(1).

Violation 2: Section 541.101(b)(4)

67. Section 541.101(b)(4) of the TDPSA prohibits a controller from “process[ing] the

sensitive data of a consumer without obtaining the consumer’s consent.” The TDPSA defines

“consent” as a “clear affirmative act signifying a consumer’s freely given, specific, informed, and

unambiguous agreement to process personal data relating to the consumer.” Tex. Bus. & Com.

Code § 541.001(6).

68. The TDPSA also explicitly excludes the following practices from its definition of

consent: “(A) acceptance of a general or broad terms of use or similar document that contains

descriptions of personal data processing along with other, unrelated information; (B) hovering

over, muting, pausing, or closing a given piece of content; or (C) agreement obtained through the

use of dark patterns.” Id.

69. Consumers were wholly unaware of any of the Arity Defendants’ conduct,

including that by downloading and using a mobile app with the Arity SDK integrated, the Arity

Defendants would own, collect, analyze, and sell their sensitive data. Further, neither the Arity

Defendants, nor the mobile apps on the Arity Defendants’ behalf, informed consumers that the

Arity Defendants were collecting their sensitive data, nor did the Arity Defendants or the mobile

A-061 apps obtain consumers’ consent to do so. Rather, consumers were entirely unaware that by

allowing one of the mobile apps to access their “location,” they were also permitting the Arity

Defendants to own, collect, analyze, and sell their sensitive data in a variety of ways, including by

selling it to Insurers to adjust their car insurance premiums.

70. The Arity Defendants processed consumers’ sensitive data without obtaining their

consent through a clear affirmative act signifying their freely given and informed agreement to

permit the Arity Defendants to process their sensitive data. In doing so, the Arity Defendants

violated Section 541.102(b).

Violation 3: Section 541.102(b)

71. Section 541.102(b) of the TDPSA requires a “controller engag[ing] in the sale of

personal data that is sensitive data, [to] include the following notice: ‘NOTICE: We may sell your

sensitive personal data.’” The TDPSA further requires that this notice “be posted in the same

location and in the same manner as the privacy notice.” Id. The TDPSA defines the “sale of

personal data” as the “sharing, disclosing, or transferring of personal data for monetary or other

valuable consideration by the controller to a third party.” Id. at 541.001(28).

72. Pursuant to the agreements with app developers, Defendants owned the sensitive

data collected by the Arity SDK and/or were permitted to use Arity SDK Data for their own

purposes. After collecting and analyzing consumers’ sensitive data, the Arity Defendants then sold

the sensitive data to several third parties, including app developers and Insurers.

73. The sensitive data the Arity Defendants sold to third parties included but was not

limited to GPS points, such as the accuracy, position, speed, GPS time, bearing and altitude of a

consumer’s phone, start and end location of a trip, start and end time of a trip, distance traveled,

A-062 duration of travel, hard braking events, and whether a consumer picked up or opened their phone

while traveling at certain speeds.

74. The Arity Defendants licensed app developers the sensitive data and permitted them

to use it for specific purposes, such as displaying trip and fuel efficiency summaries to their

respective users. With respect to Insurers, the Arity Defendants packaged the sensitive data in

various ways to sell Insurers several products, such as ArityIQ, which lets Insurers “[a]ccess actual

driving behavior collected from mobile phones and connected vehicles to use at time of quote to

more precisely price nearly any driver.” 22

75. The Arity Defendants did not provide the required notice as required under the

TDPSA. As a result, the Arity Defendants violated Section 541.102(b) of the TDPSA.

Violation 4: Section 541.103

76. Section 541.103 of the TDPSA requires a “controller sell[ing] personal data to third

parties or process[ing] personal data for targeted advertising, [to] clearly and conspicuously

disclose that process and the manner in which a consumer may exercise the right to opt out of that

process.” Tex. Bus. & Com. Code § 541.103. “Targeted advertising” is defined as “displaying to

a consumer an advertisement that is selected based on personal data obtained from that consumer’s

activities over time and across nonaffiliated websites or online applications to predict the

consumer’s preferences or interests. Id. at 541.001(19).

77. The Arity Defendants sold personal data as part of several products and services

that let businesses target consumers based on the personal data the Arity Defendants collected

about them. The Arity Defendants, however, did not provide consumers any notice of their

activities whatsoever, let alone a clear and conspicuous disclosure about their sales of personal

22 https://arity.com/solutions/arity-iq/

A-063 data to third parties, their processing of personal data for targeted advertising, or a mechanism to

opt out of either.

78. Because the Arity Defendants did not provide any disclosure regarding their sales

of personal data, targeted advertising practices, or a method to opt-out of either, the Arity

Defendants violated Section 541.103 of the TDPSA.

Violation 5: Sections 541.102(a)(3) and 541.051(b)(5)

79. Section 541.102(a)(3) of the TDPSA requires a “controller [to] provide consumers

with a reasonably accessible and clear privacy notice that includes . . . how consumers may

exercise their consumer rights.” The consumer rights contained in Section 541.051(b)(5) of the

TDPSA include the right to “opt out of the processing of [their] personal data for the purposes of:

(A) targeted advertising; (B) the sale of personal data; or (C) profiling in furtherance of a decision

that produces a legal or similarly significant effect concerning the consumer.” The TDPSA defines

“profiling” as “any form of solely automated processing performed on personal data to evaluate,

analyze, or predict personal aspects related to an identified or identifiable individual’s economic

situation, health, personal preferences, interests, reliability, behavior, location, or movements.” Id.

at 541.001(21).

80. The Arity Defendants acted as a controller by collecting consumers’ personal data

using the Arity SDK and using that data in a variety of ways, including by selling it to third parties.

81. Consumers were wholly unaware that the Arity Defendants were collecting their

personal data, and the Arity Defendants never provided consumers with any privacy notice

whatsoever. By extension, the Arity Defendants did not provide consumers with notice of their

right to opt out of processing for the purposes specified in Section 541.051(b)(5) of the TDPSA.

A-064 Further, the mobile apps did not provide consumers with the Arity Defendants’ privacy notice in

a reasonably accessible or clear manner on behalf of the Arity Defendants.

82. In addition, even if a consumer navigated to the Arity Defendants’ website and

located the Arity Defendants’ privacy disclosures, the Arity Defendants did not provide consumers

with a method for consumers to exercise their rights. The Arity Defendants had no method for

consumers to request that the Arity Defendants stop selling their data, nor did the Arity Defendants

provide consumers a method to request that the Arity Defendants stop using their data to create

“driving behavior” profiles about them.

83. Similarly, the Arity Defendants did not describe or provide consumers with a

method to submit either a request to opt out of the sale of their personal data or a request to opt out

of targeted advertising. Rather, the Arity Defendants merely told consumers that they do not sell

personal information but that consumers could “[l]earn how to opt out of targeted advertising” by

visiting another link.

84. But if a consumer followed that link, they would be taken to a page that, instead of

offering them a way to submit a request, only provided them with links to several third-party

websites, such as the Apple Support Center. These websites contained explanations regarding how

a consumer could turn off certain types of targeted advertising and did not contain a way for a

consumer to submit a request to the Arity Defendants specifically. The Arity Defendants did not

provide any method to actually submit a request to them.

85. The Arity Defendants failed to supply a reasonably accessible privacy notice that

included how consumers may exercise their rights under the TDPSA. In doing so, the Arity

Defendants violated Sections 541.102(a)(3) and 541.051(b)(5) of the TDPSA.

A-065 COUNT II (Arity Defendants)

The Data Broker Law, Tex. Bus. & Com. Code §§ 509.001 et seq.

86. The State incorporates and adopts by reference each and every factual allegation

contained in all preceding paragraphs of this Petition as if fully set forth herein.

87. Any company that “derives revenue from processing or transferring the personal

data of more than 50,000 individuals that the data broker did not collect directly from the

individuals to whom the data pertains” was required to register with the Texas Secretary of State

by March 1, 2024. Tex. Bus. & Com. Code §§ 509.003(a)(2), 509.005; Tex. Admin. Code §

106.3(c).

88. As of March 1, 2024, the Arity Defendants were conducting business in the State

of Texas and deriving revenue by processing and transferring the personal data of more than 50,000

individuals that the Arity Defendants did not collect directly from the individuals to whom the data

pertains. Specifically, several app developers licensed over 45 million individuals’ personal data,

which was collected by the app developers, to the Arity Defendants. The Personal Data included

an app user’s first and last name, phone number, zip code, number of vehicles associated with their

account, device ID, and mobile ad-ID.

89. The Arity Defendants subsequently used the Personal Data in a number of ways,

including by combining it with the Arity SDK Data and selling it to third parties, including

Insurers.

90. In addition, the Arity Defendants entered into agreements with multiple vehicle

manufacturers to receive and access Texans’ driving data.

91. The Arity Defendants failed to register with the Texas Secretary of State’s Office

by March 1, 2024, and as of the date of the State’s Original Petition, and still have not registered

A-066 with the Texas Secretary of State’s Office. In doing so, the Arity Defendants violated Section

509.005 of the Data Broker Law.

COUNT III (All Defendants)

Unfair Methods of Competition and Unfair or Deceptive Acts or Practices in the Business of Insurance, Tex. Ins. Code §§ 541.001 et seq.

92. The State incorporates and adopts by reference each and every factual allegation

contained in all preceding paragraphs of this Petition as if fully set forth herein.

93. The Texas Insurance Code “regulate[s] trade practices in the business of insurance”

by broadly prohibiting businesses from engaging in “unfair or deceptive acts or practices” related

to insurance. Tex. Ins. Code § 541.001. The Texas Insurance Code is to be “liberally construed”

to prohibit a “person [from] engag[ing] in this state in a trade practice that is defined in this chapter

as or determined under this chapter to be an unfair method of competition or an unfair or deceptive

act or practice in the business of insurance.” Id. at 541.003; 541.008. The Texas Department of

Insurance has promulgated rules determining that “no person may engage in this state in any trade

practice which is determined pursuant by law to be an unfair method of competition or an unfair

or deceptive act or practice in the business of insurance.” 28 Tex. Admin. Code § 21.3(a)–(b).

94. Pursuant to the Texas Insurance Code, the Texas Attorney General may request a

civil penalty of not more than $10,000 per violation when a person has engaged in an act or practice

determined to be unlawful under any chapter or rule under the Texas Insurance Code. Tex. Ins.

Code § 541.204.

95. Defendants engaged in several acts and practices in the business of insurance that,

alone and in conjunction with each other, constitute unfair and deceptive acts and practices,

including by “failing to verify” consumers’ consent before purchasing driving-related data from

vehicle manufacturers, “turning a blind eye to the strong possibility that consumers did not consent

A-067 to [their] collection and sale” of their sensitive and/or non-anonymized data to Insurers, 23 using

the unlawfully obtained data for Defendants’ own car insurance underwriting processes, and

marketing and advertising the data to Insurers as “driving behavior” data.

96. By engaging in these practices, Defendants violated Section 541.003 of the Texas

Insurance Code.

PRAYER FOR RELIEF

97. Pursuant to Section 541.155 of the TDPSA, the State of Texas respectfully requests

that this Honorable Court impose a civil penalty in an amount of not more than $7,500 per

violation.

98. Pursuant to Section 509.008 of the Data Broker Law, the State of Texas respectfully

requests that this Honorable Court impose a civil penalty of up to $10,000 and in an amount of:

(1) not less than the total of $100 for each day Defendants were in violation of Section 509.004 or

509.005; and (2) the amount of unpaid registration fees for each year the entity failed to register

in violation of Section 509.005. Tex. Bus. & Com. Code § 509.008(b)(1).

99. Pursuant to Section 541.204 of the Texas Insurance Code, the State of Texas

respectfully requests that this Honorable Court impose a civil penalty in an amount of not more

than $10,000 per violation.

100. The State of Texas further respectfully requests that this Honorable Court issue an

order:

(a) Declaring Defendants’ conduct as described herein to be in violation of the TDPSA;

23 Concurring and Dissenting Statement of Commissioner Andrew N. Ferguson, In re Gravy Analytics, Inc. & In re Mobilewalla, Inc., Federal Trade Commission, Matter Nos. 2123035 & 2023196 (Dec. 3, 2024), available at https://www.ftc.gov/system/files/ftc_gov/pdf/gravy_-mobilewalla-ferguson-concurrence.pdf (explaining that it is an unfair practice to sell precise location data without verifying that a consumer consented to such a sale because such a practice poses an “unavoidable and substantial risk of injury to the consumer”).

A-068 (b) Declaring Defendants’ conduct as described herein to be in violation of the Data

Broker Law;

(c) Declaring Defendants’ conduct as described herein to be an unfair or deceptive act

or practice in the business of insurance in violation of the Texas Insurance Code;

(d) Directing Defendants to delete or otherwise destroy all data obtained prior to the

entry of any judgment by this Court, including any data in the possession of any

third party;

(e) Directing Defendants to make full restitution or restoration to all consumers who

suffered a loss as a result of the acts and practices alleged in this Petition and any

other acts and practices proved by the State, pursuant to Section 541.205 of the

Texas Insurance Code; and

(f) Permanently enjoining Defendants, their agents, employees, and all other persons

acting on their behalf, directly or indirectly, from violating the TDPSA, the Data

Broker Law, and the Texas Insurance Code.

95. The State of Texas further respectfully requests that this Honorable Court award

the Office of the Texas Attorney General attorney’s fees and costs of court pursuant to the TDPSA,

the Data Broker Law, and the Texas Insurance Code, under which attorney’s fees and costs of

court are recoverable by the Office of the Texas Attorney General.

96. Lastly, the State of Texas respectfully requests that this Honorable Court grant any

other general, equitable, or further relief this Court deems just and proper.

A-069 Dated: April 2, 2025 Respectfully submitted,

KEN PAXTON /s/ Tyler Bridegan Attorney General of Texas TYLER BRIDEGAN (TX Bar No. 24105530) RICHARD R. MCCUTCHEON (TX Bar No. 24139547) BRENT WEBSTER MADELINE FOGEL (TX Bar No. 24141985) First Assistant Attorney General Assistant Attorneys General Office of the Attorney General of Texas RALPH MOLINA Consumer Protection Division Deputy First Assistant Attorney General 808 Travis Street, Suite 1520 Houston, Texas 77002 AUSTIN KINGHORN Telephone: (713) 225-8922 Deputy Attorney General for Civil Fax: (713) 223-5821 Litigation Tyler.Bridegan@oag.texas.gov Richard.McCutcheon@oag.texas.gov JOHNATHAN STONE Madeline.Fogel@oag.texas.gov Chief, Consumer Protection Division GABRIELLA GONZALEZ (TX Bar No. 24080184) JOHN C. HERNANDEZ (TX Bar No. 24095819) Assistant Attorneys General Office of the Attorney General of Texas Consumer Protection Division 112 E. Pecan Street, Suite 735 San Antonio, Texas 78205 Phone: (210) 225-4191 Fax: (210) 225-1075 Gabriella.Gonzalez@oag.texas.gov JC.Hernandez@oag.texas.gov

ATTORNEYS FOR THE STATE OF TEXAS

CERTIFICATE OF SERVICE

I hereby certify that on April 2, 2025, a true and correct copy of the foregoing document

was served via electronic mail to counsel of record.

W. Reid Wittliff State Bar No. 00791951 WITTLIFF CUTTER PLLC 510 Baylor St. Austin, Texas 78703 Telephone: (512) 960-4866

A-070 Facsimile: (512) 960-4869 Email: reid@wittliffcutter.com

Jake Sommer (pro hac vice pending) Kelsey Harclerode (pro hac vice pending) ZWILLGEN PLLC 1900 M Street NW, Suite 250 Washington, D.C. 20036 Telephone: (202) 296-3585 Email: jake@zwillgen.com kelsey@zwillgen.com

Sudhir V. Rao (pro hac vice pending) ZWILLGEN PLLC 183 Madison Ave., Suite 1504 New York, NY 10016 Telephone: (646) 362-5590 Email: sudhir.rao@zwillgen.com

ATTORNEYS FOR DEFENDANTS

/s/ Tyler Bridegan Tyler Bridegan, Assistant Attorney General

A-071 Automated Certificate of eService The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing

Glenn Gallegos on behalf of Tyler Bridegan Bar No. 24105530 glenn.gallegos@oag.texas.gov Envelope ID: 99198917 Filing Code Description: Amended Petition Filing Description: Plaintiff's First Amended Petition Status as of 4/2/2025 3:08 PM CST

Associated Case Party: The Allstate Corporation

Name BarNumber Email TimestampSubmitted Status

John Saba john@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

W. Reid Wittliff reid@wittliffcutter.com 4/2/2025 3:03:35 PM SENT Jake Sommer jake@zwillgen.com 4/2/2025 3:03:35 PM SENT

Kelsey Harclerode kelsey@zwillgen.com 4/2/2025 3:03:35 PM SENT

Sudhir Rao sudhir.rao@zwillgen.com 4/2/2025 3:03:35 PM SENT

Taylor Board taylor@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

Associated Case Party: Allstate Insurance Company

Name BarNumber Email TimestampSubmitted Status John Saba john@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

W. Reid Wittliff reid@wittliffcutter.com 4/2/2025 3:03:35 PM SENT Taylor Board taylor@wittliffcutter.com 4/2/2025 3:03:35 PM SENT Sudhir Rao sudhir.rao@zwillgen.com 4/2/2025 3:03:35 PM SENT

Kelsey Harclerode kelsey@zwillgen.com 4/2/2025 3:03:35 PM SENT Jake Sommer jake@zwillgen.com 4/2/2025 3:03:35 PM SENT

Associated Case Party: Allstate Vehicle and Property Insurance Company

Name BarNumber Email TimestampSubmitted Status

John Saba john@wittliffcutter.com 4/2/2025 3:03:35 PM SENT W. Reid Wittliff reid@wittliffcutter.com 4/2/2025 3:03:35 PM SENT Jake Sommer jake@zwillgen.com 4/2/2025 3:03:35 PM SENT

236 A-072 Automated Certificate of eService The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing

Glenn Gallegos on behalf of Tyler Bridegan Bar No. 24105530 glenn.gallegos@oag.texas.gov Envelope ID: 99198917 Filing Code Description: Amended Petition Filing Description: Plaintiff's First Amended Petition Status as of 4/2/2025 3:08 PM CST

Associated Case Party: Allstate Vehicle and Property Insurance Company

Jake Sommer jake@zwillgen.com 4/2/2025 3:03:35 PM SENT

Kelsey Harclerode kelsey@zwillgen.com 4/2/2025 3:03:35 PM SENT

Sudhir Rao sudhir.rao@zwillgen.com 4/2/2025 3:03:35 PM SENT Taylor Board taylor@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

Associated Case Party: Arity, LLC

Name BarNumber Email TimestampSubmitted Status

John Saba john@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

W. Reid Wittliff reid@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

Taylor Board taylor@wittliffcutter.com 4/2/2025 3:03:35 PM SENT Sudhir Rao sudhir.rao@zwillgen.com 4/2/2025 3:03:35 PM SENT

Kelsey Harclerode kelsey@zwillgen.com 4/2/2025 3:03:35 PM SENT

Jake Sommer jake@zwillgen.com 4/2/2025 3:03:35 PM SENT

Associated Case Party: Arity 875, LLC

Name BarNumber Email TimestampSubmitted Status

John Saba john@wittliffcutter.com 4/2/2025 3:03:35 PM SENT W. Reid Wittliff reid@wittliffcutter.com 4/2/2025 3:03:35 PM SENT Jake Sommer jake@zwillgen.com 4/2/2025 3:03:35 PM SENT Kelsey Harclerode kelsey@zwillgen.com 4/2/2025 3:03:35 PM SENT

Sudhir Rao sudhir.rao@zwillgen.com 4/2/2025 3:03:35 PM SENT Taylor Board taylor@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

237 A-073 Automated Certificate of eService The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing

Glenn Gallegos on behalf of Tyler Bridegan Bar No. 24105530 glenn.gallegos@oag.texas.gov Envelope ID: 99198917 Filing Code Description: Amended Petition Filing Description: Plaintiff's First Amended Petition Status as of 4/2/2025 3:08 PM CST

Associated Case Party: Arity Services, LLC

Name BarNumber Email TimestampSubmitted Status

John Saba john@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

W. Reid Wittliff reid@wittliffcutter.com 4/2/2025 3:03:35 PM SENT Taylor Board taylor@wittliffcutter.com 4/2/2025 3:03:35 PM SENT

Sudhir Rao sudhir.rao@zwillgen.com 4/2/2025 3:03:35 PM SENT

Kelsey Harclerode kelsey@zwillgen.com 4/2/2025 3:03:35 PM SENT

Jake Sommer jake@zwillgen.com 4/2/2025 3:03:35 PM SENT

Associated Case Party: State of Texas

Name BarNumber Email TimestampSubmitted Status Esther Chavez esther.chavez@oag.texas.gov 4/2/2025 3:03:35 PM SENT

Monica Wadleigh monica.wadleigh@oag.texas.gov 4/2/2025 3:03:35 PM SENT Brad Schuelke Brad.Schuelke@oag.texas.gov 4/2/2025 3:03:35 PM SENT Gabriella M. Gonzalez gabriella.gonzalez@oag.texas.gov 4/2/2025 3:03:35 PM SENT

JC Hernandez jc.hernandez@oag.texas.gov 4/2/2025 3:03:35 PM SENT Summer Lee summer.lee@oag.texas.gov 4/2/2025 3:03:35 PM SENT Madeline Fogel madeline.fogel@oag.texas.gov 4/2/2025 3:03:35 PM SENT Hannah Campus hannah.campus@oag.texas.gov 4/2/2025 3:03:35 PM SENT

Richard RMcCutcheon richard.mccutcheon@oag.texas.gov 4/2/2025 3:03:35 PM SENT Mary Clarkson mary.clarkson@oag.texas.gov 4/2/2025 3:03:35 PM SENT Zoann Willis zoann.willis@oag.texas.gov 4/2/2025 3:03:35 PM SENT

Glenn Gallegos glenn.gallegos@oag.texas.gov 4/2/2025 3:03:35 PM SENT Tyler Bridegan tyler.bridegan@oag.texas.gov 4/2/2025 3:03:35 PM SENT

238 A-074 Automated Certificate of eService The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing

Glenn Gallegos on behalf of Tyler Bridegan Bar No. 24105530 glenn.gallegos@oag.texas.gov Envelope ID: 99198917 Filing Code Description: Amended Petition Filing Description: Plaintiff's First Amended Petition Status as of 4/2/2025 3:08 PM CST

Associated Case Party: State of Texas

Tyler Bridegan tyler.bridegan@oag.texas.gov 4/2/2025 3:03:35 PM SENT

Adam Holtz Adam.Holtz@oag.texas.gov 4/2/2025 3:03:35 PM SENT

Roberta HNordstrom roberta.nordstrom@oag.texas.gov 4/2/2025 3:03:35 PM I SENT I

239 A-075 Tab L: Arity 875, LLC’s Original Answer and Special Appearance (Am. C.R. 56)

A-076 Received and E-Filed for Record 2/19/2025 10:54 AM Melisa Miller, District Clerk Montgomery County, Texas Deputy Clerk, Kayla Salinas

CAUSE NO. 25-01-00561

THE STATE OF TEXAS, § Plaintiff, § § IN THE DISTRICT COURT OF v. § § MONTGOMERY COUNTY, TEXAS THE ALLSTATE CORPORATION, § ALLSTATE INSURANCE COMPANY, § 457TH JUDICIAL DISTRICT ALLSTATE VEHICLE AND PROPERTY § INSURANCE COMPANY, ARITY, LLC, § ARITY 875, LLC, and ARITY SERVICES, § LLC, § JURY TRIAL DEMANDED Defendants. § §

ARITY 875, LLC’S SWORN SPECIAL APPEARANCE, ORIGINAL ANSWER, AND AFFIRMATIVE DEFENSES TO THE STATE OF TEXAS’S ORIGINAL PETITION

I. DEFENDANT’S SPECIAL APPEARANCE

Defendant Arity 875, LLC (“Arity 875”), reserving all rights and defenses, specially

appears pursuant to Texas Rule of Civil Procedure 120a prior to its Original Answer or any other

pleading and respectfully requests that the Court sustain its Special Appearance and dismiss the

State of Texas’s claims in its Original Petition (the “Petition”) against Arity 875 for lack of personal

jurisdiction. Arity 875 requests a hearing on this Special Appearance and reserves the right to

supplement this pleading with additional evidence and briefing as necessary. In support of its

sworn motion, Arity 875 attaches as Exhibit A the Declaration of Joy A. Thomas (the “Thomas

Decl.”) and respectfully shows the Court as follows:

INTRODUCTION

Personal jurisdiction, like standing, is not dispensed in gross. Due Process requires that a

Texas court have personal jurisdiction over each defendant in a multiparty lawsuit before that

defendant is forced to defend itself in Texas. The State’s Petition ignores that foundational

56 A-077 principle and attempts to conjure jurisdiction over six distinct defendants through rampant and

undisciplined group pleading. That effort fails.

Arity 875 is not subject to personal jurisdiction, whether general or specific, in Texas.

General jurisdiction is absent because Arity 875 is neither organized nor headquartered in Texas

and lacks any meaningful presence in the State—much less a presence so substantial that would

render Arity 875 “at home” in Texas. Meanwhile, specific jurisdiction is absent because Arity 875

lacks contacts with Texas that give rise or relate to the privacy-related claims against Arity 875.

Arity 875’s sole alleged Texas contact is that it has a registered agent in Texas. The State’s claims

against Arity 875 plainly have nothing to do with that agent. Rather, the State challenges data

collection practices that occurred nationally or outside Texas. Well-settled law forecloses personal

jurisdiction based on those allegations.

Fair play and substantial justice-factors also cut sharply against jurisdiction, though the

Court need not even address those factors because Arity 875 lacks minimum contacts with Texas.

Arity 875, a nonresident limited liability corporation with no employees within Texas, would be

unnecessarily burdened by being forced to defend itself in Texas. On the flip side, in Illinois,

where Arity 875 is subject to general jurisdiction, Arity 875 is already facing numerous lawsuits

based on allegations substantially similar to those the State asserts here. The nationwide putative

classes in those lawsuits also include the Texas consumers on whose behalf the State seeks relief

here. As a matter of interstate federalism, efficiency, and administrability, then, Illinois is a

superior forum to Texas, rendering the exercise of jurisdiction here unreasonable.

For all these reasons, the Court should sustain Arity 875’s Special Appearance and dismiss

Arity 875 from this lawsuit for lack of personal jurisdiction.

A-078 BACKGROUND

I. Arity 875 Is Not an Insurance Company and Lacks Any Meaningful Presence in Texas.

Arity 875 is not an insurance company and does not promote, offer, sell, or administer

insurance in Texas. See Thomas Decl. ¶ 4. Arity 875 also does not hold any certificate of authority

to issue, write, or sell insurance policies in Texas (or any other state). Id. ¶ 5. Nor does Arity 875

sell or issue any type of insurance policy that would be subject to the requirements of the Texas

Department of Insurance. Id. ¶ 6. Arity 875 has no dealings with insurance ratemaking in Texas

and does not collect any premiums in connection with any insurance provided to citizens of any

state, including Texas. Id. ¶¶ 6-7.

Arity 875 is a mobility data and analytics company that, as relevant here, develops and

licenses a software development kit (“SDK”) to certain mobile application (“app”) operators. See

Thomas Decl. ¶ 8. The SDK collects data through the apps about the user’s phone handling,

driving, speeding, and braking (the “Mobile Data”). Id. ¶ 9. Before receiving any Mobile Data,

Arity 875 requires its mobile app partners to warrant that the Mobile Data is being lawfully

disclosed to Arity 875. Id. ¶ 10. Arity 875 does not disclose the Mobile Data to insurers for pricing

or underwriting. Id. ¶ 11. Rather, the insights generated from the Mobile Data (“Mobile Data

Insights”) are only ever disclosed to insurers for pricing or underwriting (i) by a separate entity,

Arity Services, LLC (which receives Mobile Data Insights from Arity 875 for limited purposes)

and (ii) if a consumer directs the insurer to use the Mobile Data Insights. Id.

Arity 875 is a limited liability corporation organized under the laws of Delaware and has

its principal place of business in Illinois. Thomas Decl. ¶ 3. Arity 875 does not have a telephone

listing in Texas or maintain or possess any bank accounts in the state. Id. ¶¶ 15-16. It also has no

A-079 employees in Texas and does not own, lease, or in any other way maintain or possess any real

property in Texas, including office space, a warehouse, or manufacturing facilities. Id. ¶¶ 17-18.

Arity 875 does not target its services specifically to Texas; rather, its services are equally available

in Texas as they are in all other States. Id. ¶ 12. Arity 875’s development and licensing of the

SDK is also not specifically directed towards Texas, and none of the Arity 875 teams involved in

developing or licensing the SDK is based in Texas. Id. ¶ 13. Decision-making concerning Arity

875’s policies with respect to Mobile Data and Mobile Data Insights occurs outside of Texas. Id.

¶ 14.

II. The Petition’s Allegations Against Arity 875 Are Sparse and Nonspecific.

The State’s Petition is long on inuendo and short on facts. The 96-paragraph Petition barely

references Arity 875 and consistently engages in improper group pleading, lodging almost all

allegations against “Defendants” generally, the “Arity Defendants,” or the “Allstate Defendants.”1

In substance, the State alleges that unspecified defendants collected location and driving-

related data through software installed in mobile apps—apps that individuals voluntarily installed

1 The State’s cavalier approach to its pleading burden results in demonstrably false allegations. The Petition, for example, purports to describe “Defendants’ privacy disclosures” (Pet. ¶ 49 (emphasis added)) but cites to a Privacy Statement instead offered by Arity, LLC and Arity 875, LLC. See Pet., Ex. A at internal p. 1 (“This Privacy Statement describes the privacy practices of Arity, LLC and Arity 875, LLC (‘Arity,’ ‘we’ or ‘us’).”). Plainly, Exhibit A does not reflect all “Defendants’” privacy disclosures, as the State pleads. To take another example, the State alleges that “Defendants covertly collected much of their ‘trillions of miles’ of data by maintaining active connections with consumers’ mobile devices and harvesting the data directly from their phone.” Pet. ¶ 2 (emphasis added). But as explained above, it is Arity 875 that engages in any alleged data collection; The Allstate Corporation, as it explains in its concurrently filed Special Appearance, is a nonoperating holding company, so necessarily does not engage in any data collection.

These examples are merely illustrative. And they likely reflect the State’s desire to rush to the courthouse, press release in tow. Had the State bothered to undertake an appropriate investigation—it did not engage with the three Allstate Defendants at all before filing suit—its Petition perhaps would have been less riddled with errors.

A-080 on their mobile phones. See, e.g., Pet. ¶¶ 28, 32. The State alleges the collection occurred without

sufficient consent and disclosure. See, e.g., id. ¶ 43. But the State concedes that the collection

was national in scope, not targeted to Texas in any specific way. See id. ¶ 21 (alleging that Arity

875 and other subsidiaries of The Allstate Corporation “collect[] and analyze[] data obtained

throughout the United States”) (emphasis added); id. ¶ 28 (alleging that “[d]efendants have

amassed the data of at least 45 million Americans . . . by integrating a piece of software into

various mobile apps”) (emphasis added). Nor does the State allege that Arity 875’s decision-

making related to data-consent or disclosure policies occurred in Texas. The State also alleges that

the data collected through the mobile apps was sold to unspecified “third parties” and “Insurers”

and was used in the “Allstate Defendants’” insurance underwriting business. See, e.g., id. ¶¶ 1,

39-40. But the State does not allege that Arity 875 participated in those sales.

The Petition’s lone paragraph on jurisdiction seeks to hand-wave it into existence, alleging

that “[j]urisdiction is proper for the reasons described throughout this Petition.” Pet. ¶ 13. But the

State concedes that Arity 875 is neither incorporated nor headquartered in Texas. Id. ¶ 21. And

none of the purportedly illustrative examples of jurisdiction-granting conduct, including allegedly

“targeting the data of Texans” and “profit[ting] from Texans’ data,” moves the needle because none

is alleged against Arity 875 specifically. Id. ¶ 13. In any event, the State itself alleges that the

challenged data collection was national in scope and did not specifically target Texas.

The State also misleadingly alleges that “[t]ogether with its subsidiaries, Defendant The

Allstate Corporation provides insurance products, including car insurance, throughout the United

States, including Montgomery County, Texas.” Pet. ¶ 17. But Arity 875 does not provide any

insurance services, including in Texas. See supra. For the same reason, the State’s conclusory

A-081 allegation that “Defendants” (which presumably includes Arity 875) “have done business in

Montgomery County” rings hollow. Id. ¶ 13.

Finally, the State alleges that Arity 875 may be served through a registered agent with an

address in Dallas, Texas. Pet. ¶ 21. Even if true, that is not remotely enough to confer jurisdiction.

See infra.

LEGAL STANDARD

Whether a court has personal jurisdiction over a defendant is a question of law. See BMC

Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). The court shall determine a

special appearance based on “the pleadings, any stipulations made by and between the parties,

such affidavits and attachments as may be filed by the parties, the results of discovery processes,

and any oral testimony.” Tex. R. Civ. P. 120a(3).

Texas courts may assert personal jurisdiction over a nonresident if “(1) the Texas long-arm

statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction is consistent with

federal and state constitutional due-process guarantees.” Google LLC v. State, No. 13-23-00114-

CV, 2025 WL 52611, at *1 (Tex. App.-Corpus Christi-Edinburg Jan. 9, 2025) (citing Moki Mac

River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex. 2007)). Because the Texas long-arm statute

“extends Texas courts’ personal jurisdiction as far as the federal constitutional requirements of due

process will permit,” the statute’s requirements “are satisfied if the exercise of personal jurisdiction

comports with federal due process limitations.” Id.; Tex. Civ. Prac. & Rem. Code Ann. § 17.042.

Under the federal Due Process Clause, personal jurisdiction is proper when a “nonresident

defendant has established minimum contacts with the forum state, and the exercise of jurisdiction

comports with ‘traditional notions of fair play and substantial justice.’” Moki Mac, 221 S.W.3d at

575 (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)); U.S. Const. amend. XIV,

A-082 § 1. Minimum contacts can give rise to either general or specific jurisdiction. See Google, 2025

WL 52611, at *2. General jurisdiction exists when a defendant is “at home” in the forum state, in

which case the defendant may be sued on any and all claims, no matter if they relate to the

defendant’s forum contacts. See id. By contrast, specific (or case-linked) jurisdiction exists only

when the defendant has purposely availed itself of the forum and the claims arise from or relate to

the defendant’s forum contacts. See id.

The plaintiff and the defendant bear shifting burdens of proof in a challenge to personal

jurisdiction. The plaintiff “bears the initial burden to plead sufficient allegations to bring the

nonresident defendant within the reach of Texas’s long-arm statute.” Kelly v. Gen. Interior Constr.,

Inc., 301 S.W.3d 653, 658 (Tex. 2010). If the plaintiff fails to do so, “the defendant need only

prove that it does not live in Texas to negate jurisdiction.” Id. at 659. If the plaintiff carries its

initial burden, the defendant “bears the burden to negate all bases of personal jurisdiction alleged

by the plaintiff.” Id. at 658 (emphasis added). That is, the defendant’s burden to negate jurisdiction

“is tied to the allegations in the plaintiff’s pleading.” Id. A defendant may negate jurisdiction

either factually or legally. To do the former, the defendant can present evidence that the defendant

lacks the alleged contacts with Texas. See id. at 659. To do the latter, the defendant can show that

jurisdiction cannot be established even if the plaintiff’s allegations are accepted as true. See id.

ARGUMENT

I. General Jurisdiction Is Lacking: Arity 875 Is Not “At Home” in Texas.

The State has failed to plead (and cannot plead) that Arity 875 is subject to general

jurisdiction in Texas. A defendant is subject to general jurisdiction only where it is “essentially at

home.” Grupo Mex. S.A.B. DE C.V. v. Mt. McKinley Ins. Co., No. 13-17-00134-CV, 2020 WL

486501, at *4 (Tex. App.-Corpus Christi-Edinburg Jan. 30, 2020). The “paradigm” forums in

A-083 which a corporate defendant is “at home” are its “place of incorporation and its principal place of

business.” BNSF Ry. Co. v. Tyrrell, 581 U.S. 402, 413 (2017) (quoting Daimler AG v. Bauman,

571 U.S. 117, 137 (2014)). Although the United States Supreme Court has declined to “foreclose

the possibility” that general jurisdiction might exist in a forum other than the two paradigm forums,

such a case would be “exceptional.” Daimler, 571 U.S. at 139 & n.19. See also Frank v. P N K

(Lake Charles) L.L.C., 947 F.3d 331, 336 (5th Cir. 2020) (explaining that it is “incredibly difficult

to establish general jurisdiction in a forum other than the place of incorporation or principal place

of business”).

Here, the State concedes that Arity 875 is neither incorporated in, nor has its principal place

of business in, Texas. See Pet. ¶ 21. And the State has not even attempted to allege that this is an

“exceptional” case in which Arity 875’s “affiliations with [Texas] are so continuous and systematic

as to render it essentially at home” in Texas. Daimler, 571 U.S. at 139 (cleaned up). The State

does not allege, for example, that Arity 875 “maintains an office in Texas, let alone a de facto

corporate office where it manages all of its business affairs.” Grupo Mex., 2020 WL 486501, at

*6. Nor does the State allege any facts about Arity 875’s presence outside Texas to support an

inference that, of all the locations where Arity 875 does business, Texas is where Arity 875 is “at

home.” See Daimler, 571 U.S. at 139 n.20 (explaining that general jurisdiction “calls for an

appraisal of a corporation’s activities in their entirety, nationwide and worldwide” because a

“corporation that operates in many places can scarcely be deemed at home in all of them”). In

fact, the State’s allegation that Arity 875, together with other unidentified subsidiaries of The

Allstate Corporation, “collects and analyzes data obtained throughout the United States, including

Montgomery County, Texas,” (Pet. ¶ 21) “effectively negate[s]” general jurisdiction because Arity

A-084 875 “cannot be ‘essentially at home’ in every foreign jurisdiction where it operates.” Google, 2025

WL 52611, at *4.

The lone Texas contact the State alleges is that Arity 875 maintains an agent for service of

process within the state. See Pet. ¶ 21. That is insufficient, given that a far more substantial

presence within a forum does not establish general jurisdiction. See, e.g., BNSF Ry. Co., 581 U.S.

at 414 (holding that defendant was not subject to general jurisdiction in Montana even though it

had “over 2,000 miles of railroad track and more than 2,000 employees in Montana” because

defendant was not “so heavily engaged in activity in Montana as to render it essentially at home”

(cleaned up)). The State well knows this. Just weeks ago, the Texas Court of Appeals rejected the

State’s attempt to establish general jurisdiction over a large corporation merely because it does

substantial business in Texas. See Google, 2025 WL 52611, at *3 (concluding that defendant was

not at home in Texas even when it had approximately 5,500 employees in the state, maintained

one of four data centers in Texas, and derived 8.9% of its domestic revenue from Texas).2

Because the State has failed to plead that Arity 875 is “at home” in Texas, it has failed to

plead general jurisdiction. That ends the general jurisdiction analysis. See, e.g., id., at *4

(plaintiff’s “allegations are insufficient to meet its initial burden”).

But even if the Petition somehow could be construed as alleging an exceptional case, Arity

875’s evidence conclusively refutes any such suggestion. Arity 875 has no employees in Texas

2 The State alleges that Arity 875 has a registered agent within Texas (Pet. ¶ 21) possibly to suggest that Arity 875 has consented to general jurisdiction in Texas. But no such consent theory has been pleaded, and jurisdictional allegations must be alleged in the petition. See Steward Health Care Sys. LLC v. Saidara, 633 S.W.3d 120, 129 (Tex. App.-Dallas 2021). Regardless, Arity 875 has not consented to jurisdiction by allegedly maintaining a registered agent within Texas. See Repairify, Inc. v. Opus IVS, Inc., No. 05-23-00921-CV, 2024 WL 2205663, at *1 (Tex. App.-Dallas May 16, 2024).

A-085 and does not own, lease, or in any other way maintain or possess any real property in Texas,

including office space, a warehouse, or manufacturing facilities. See Thomas Decl. ¶¶ 17-18. It

also does not have a telephone listing in Texas or maintain or possess any bank accounts in the

state. See id. ¶¶ 15-16. Both the United States Supreme Court and the Texas Court of Appeals

have rejected general jurisdiction when defendants had a substantially greater presence in the state.

See, e.g., BNSF Ry. Co., 581 U.S. at 414; Google, 2025 WL 52611, at *3; FedEx Corp. v. Contreras,

No. 04-19-00757-CV, 2020 WL 4808721, at *8-9 (Tex. App.-San Antonio Aug. 19, 2020). This

Court should do the same.

II. Specific Jurisdiction Is Lacking: Arity 875 Has Not Purposefully Availed Itself of The Privilege of Doing Business in Texas in Any Way that is Substantially Connected to this Case.

Specific jurisdiction, unlike general jurisdiction, focuses on the defendant’s contacts with

the forum state and the relationship between those contacts and the plaintiff’s claims. The specific-

jurisdiction analysis, in other words, “has two co-equal components”: purposeful availment and

relatedness. Moki Mac, 221 S.W.3d at 579.

The first considers if a defendant has purposely availed itself of the privilege of doing

business in the forum state. Three principles guide the purposeful availment analysis: (i) the

defendant’s forum contacts matter—not the plaintiff’s or any other party’s; (ii) the defendant’s

contacts must be “purposeful,” not “random, isolated or fortuitous”; and (iii) the defendant must

seek some “benefit, advantage, or profit” by “availing itself of the jurisdiction.” Michiana Easy

Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005). In Michiana, the Texas Supreme

Court also “expressly rejected the ‘directed-a-tort’ theory from the jurisprudence surrounding

specific jurisdiction.” Searcy v. Parex Res., Inc., 496 S.W.3d 58, 69 (Tex. 2016). As a result,

“[e]ven if a nonresident defendant knows that the effects of its actions will be felt by a resident

A-086 plaintiff, that knowledge alone is insufficient to confer personal jurisdiction over the nonresident.”

Id. (emphasis in original).

Meanwhile, the relatedness inquiry asks if a “substantial connection” exists between the

defendant’s forum contacts and the operative facts in the litigation. Moki Mac, 221 S.W.3d at 577.

After all, “purposeful availment has no jurisdictional relevance unless the defendant’s liability

arises from or relates to the forum contact.” Id. at 579.

Here, the State has identified no contacts Arity 875 has with Texas that would establish

specific jurisdiction. The only Texas contact alleged is that Arity 875 maintains an agent for

service of process within the state. See Pet. ¶ 21. Even if that contact constituted purposeful

availment, it has no nexus whatsoever to the State’s claims against Arity 875. See Moncrief Oil

Int'l Inc. v. OAO Gazprom, 414 S.W.3d 142, 150 (Tex. 2013) (“[S]pecific jurisdiction requires us

to analyze jurisdictional contacts on a claim-by-claim basis.”). Those claims, under the Texas Data

Privacy and Security Act, the Data Broker Law, and for unfair and deceptive trade practices in the

business of insurance, concern the alleged collection and sale of location and driving-related data

and Arity 875’s alleged failure to register as a data broker within Texas. But those claims have

nothing to do with Arity 875’s alleged registered agent within the state. The State has thus failed

to plead that its claims against Arity 875 arise out of or relate to Arity 875’s one alleged Texas

contact. Because Arity 875 has demonstrated that it does not reside within Texas, this Court need

not proceed further and can grant Arity 875’s Special Appearance. See Kelly, 301 S.W.3d at 658.

In any event, the State’s allegations, combined with Arity 875’s evidence, foreclose any

assertion of specific jurisdiction here, whether for lack of purposeful availment or relatedness. The

State apparently attempts to rest jurisdiction on the fact that Texans—along with users in several

other states—downloaded the mobile apps offered to them by non-parties with which Arity 875

A-087 partners and that Texans’ data was collected by those apps. See Pet. ¶ 13 (alleging that

“[d]efendants engaged in unlawful conduct targeting the data of Texans, profited from Texans’

data, and harmed millions of Texas consumers through their actions”); see also id. ¶ 28. But it is

axiomatic that only the defendant’s forum contacts—not the plaintiff’s or any other party’s—can

establish purposeful availment. See Michiana, 168 S.W.3d at 785. The “mere fact that [a

defendant’s alleged] conduct affected plaintiffs with connections to the forum State does not

suffice to authorize jurisdiction.” Walden v. Fiore, 571 U.S. 277, 285, 291 (2014). Here, the

challenged data collection affected Texans in the same way it did residents of all other States;

nothing about that collection evinces the kind of targeting or purposeful availment that could

support jurisdiction. See also, e.g., id. at 290 (no jurisdiction over Georgia defendant when

plaintiffs would have experienced the same injury “wherever . . . they might have traveled and

found themselves”); cf. Johnson v. TheHuffingtonPost.com, Inc., 21 F.4th 314, 320 (5th Cir. 2021)

(“Making a website that’s visible in Texas, of course, does not suffice” to establish specific

jurisdiction because, “[i]f it could, our jurisdiction would have no limit; a plaintiff could sue

everywhere.”) (cleaned up).

Moreover, even if Arity 875 knew that its mobile app partners had users in Texas, “[m]ere

knowledge that the ‘brunt’ of the alleged harm would be felt—or have effects—in the forum state

is insufficient to confer specific jurisdiction.” Searcy, 496 S.W.3d at 68-69. Texas has rejected

the “directed-a-tort” theory. Id.; see also Moncrief Oil, 414 S.W.3d at 157 (alleged “tortious

conduct in California against a Texas resident [was] insufficient to confer specific jurisdiction”);

Google, 2025 WL 52611, at *7 (“A nonresident directing a tort at Texas from afar is insufficient

to confer specific jurisdiction.”).

A-088 Not least, to the extent the State attempts to base jurisdiction on Arity 875’s purported

failure to secure adequate consent from the mobile app users, a failure to act cannot establish

purposeful availment; an affirmative act is required. See Hinduja Glob. Sol., Inc. v. Ganjaei, No.

05-22-00052-CV, 2023 WL 179808, at *6 (Tex. App.-Dallas Jan. 13, 2023), review denied (Sept.

29, 2023) (“[A]n alleged failure to disclose cannot be purposeful availment of a Texas forum. By

its very nature, [a] failure to disclose demonstrates that a party did not have contacts with the forum

state.” (collecting cases)). And in any event, Arity 875 has no contacts with Texas that are

“substantially connected” to the claims here: Arity 875’s development and licensing of the SDK

is not specifically directed towards Texas; none of the Arity 875 teams involved in developing or

licensing the SDK is based in Texas; Arity 875’s decision-making with respect to Mobile Data and

Mobile Data Insights occurs outside Texas; and again, per the State’s own allegations, the

challenged data collection occurred nationally. See Thomas Decl. ¶¶ 13-14; Pet. ¶ 28. Jurisdiction

is lacking under these circumstances. See, e.g., Google, 2025 WL 52611, at *7 (rejecting specific

jurisdiction on relatedness grounds because allegations that Google misled users, including those

in Texas, about location tracking settings were based on statements made outside Texas).

III. The State Cannot Impute Other Defendants’ Purported Texas Contacts to Arity 875.

If the reader stretches the Petition’s allegations to their absolute limit, the group pleading

suggests the State may believe Arity 875 is subject to personal jurisdiction based on other

defendants’ purported Texas contacts. See Pet. ¶ 1 (alleging that The Allstate Corporation

“own[s]” the other defendants); id. ¶ 21 (alleging that Arity 875, “together with the other

subsidiaries of Defendant The Allstate Corporation, collects and analyzes data obtained

A-089 throughout the United States, including Montgomery County, Texas, and uses predictive analytics

to build solutions to sell to third parties”) (emphasis added).

But courts “must . . . assess each defendant’s contacts with Texas individually.” FedEx

Corp., 2020 WL 4808721, at *4. See also Calder v. Jones, 465 U.S. 783, 790 (1984) (same). As

a result, any purported Texas contacts that have been pleaded on a group basis must be disregarded.

See Head v. Las Vegas Sands, LLC, 760 F. App’x 281, 284 (5th Cir. 2019) (per curiam) (“Head’s

vague and generalized assertion that the Casino Defendants sent jets to Texas an undetermined

number of times to transport her husband to Las Vegas does not comport with applicable caselaw

that requires plaintiffs to submit evidence supporting personal jurisdiction over each defendant

without grouping them together.”) (emphasis added).

To the extent the State seeks to advance an agency or alter ego-based theory of personal

jurisdiction, neither theory is pleaded facially, much less adequately.3 That omission is fatal

because a party “seeking to ascribe one corporation’s actions to another by disregarding their

distinct corporate entities” bears the burden to “prove this allegation.” Greenfield Energy, Inc. v.

Duprey, 252 S.W.3d 721, 730 (Tex. App.-Hous. 2008).

A plaintiff, moreover, must clear a high bar to attribute one company’s contacts to another.

That is because Texas law “presumes that two separate corporations are distinct entities.” PHC-

Minden, L.P. v. Kimberly-Clark Corp., 235 S.W.3d 163, 173 (Tex. 2007). See also Dickson Marine

3 Although the State includes a single, throwaway allegation that defendants “conspired” with each other (Pet. ¶ 1), the Texas Supreme Court rejected a conspiracy theory of personal jurisdiction nearly 30 years ago. See Nat’l Indus. Sand Ass’n v. Gibson, 897 S.W.2d 769, 773 (Tex. 1995) (“declin[ing] to recognize the assertion of personal jurisdiction over a nonresident defendant based solely upon the effects or consequences of an alleged conspiracy with a resident in the forum state” and “restrict[ing] our inquiry to whether [the defendant] itself purposefully established minimum contacts such as would satisfy due process”).

A-090 Inc. v. Panalpina, Inc., 179 F.3d 331, 338 (5th Cir. 1999) (“Courts have long presumed the

institutional independence of related corporations, such as parent and subsidiary, when

determining if one corporation’s contacts with a forum can be the basis of a related corporation’s

contacts.”). “To fuse a parent company and its subsidiary for jurisdictional purposes, a plaintiff

must prove the parent controls the internal business operations and affairs of the subsidiary to the

extent that the two entities effectively cease to be separate.” FedEx Corp., 2020 WL 4808721, at

*5 (cleaned up). No ordinary control will suffice. Rather, “the degree of control the parent

exercises must be greater than that normally associated with common ownership and directorship;

the evidence must show that the two entities cease to be separate so that the corporate fiction

should be disregarded to prevent fraud or injustice.” BMC Software, 83 S.W.3d at 799 (emphasis

added). To be sure, “[a]ppropriate parental involvement includes monitoring the subsidiary’s

performance, supervision of the subsidiary’s finance and capital budget decisions, and articulation

of general policies.” PHC-Minden, L.P., 235 S.W.3d at 176. So, to pierce the veil for jurisdictional

purposes, a “plus factor” is required, namely, “something beyond the subsidiary’s mere presence

within the bosom of the corporate family.” Id. (cleaned up).

Here, the Petition lacks a single allegation that any defendant is an alter ego of another or

that any defendant exercises the requisite control over Arity 875 to attribute that defendant’s

purported Texas contacts to Arity 875. The Court can and should reject any imputation-based

theory of personal jurisdiction on that basis alone.

IV. Exercising Jurisdiction Over Arity 875 Would Offend Traditional Notions of Fair Play and Substantial Justice.

Even if the State could establish that Arity 875 has the requisite minimum contacts with

Texas (it cannot), it would also need to show that the exercise of jurisdiction “comport[s] with

A-091 traditional notions of fair play and substantial justice.” Gulf Coast Int’l, L.L.C. v. The Rsch. Corp.

of the Univ. of Haw., 490 S.W.3d 577, 584 (Tex. App.-Hous. 2016) (cleaned up). Several factors

are relevant to that analysis: “(1) the burden on the nonresident defendant, (2) the forum’s interest

in adjudicating the dispute, (3) the plaintiff’s interest in convenient and effective relief, (4) the

interstate judicial system’s interest in the most efficient resolution of controversies, and (5) the

shared interest of the several states in furthering substantive social policies.” Id.

As the U.S. Supreme Court has explained, among the “variety of interests” relevant to the

personal jurisdiction analysis, “the primary concern is the burden on the defendant.” Bristol-Myers

Squibb Co. v. Superior Ct., 582 U.S. 255, 263 (2017) (cleaned up). That burden encompasses not

only the “practical problems resulting from litigating in the forum” but also “the more abstract

matter of submitting to the coercive power of a State that may have little legitimate interest in the

claims in question.” Id. After all, “[t]he sovereignty of each State implies a limitation on the

sovereignty of all its sister States.” Id. (cleaned up).

Exercising jurisdiction over Arity 875 would violate traditional notions of fair play and

substantial justice. As a Delaware and Illinois limited liability corporation, Arity 875 would be

substantially burdened by litigating this case in Texas, particularly because Arity 875 has no

employees in Texas. See Thomas Decl. ¶¶ 3, 17; Dalglish v. Royal Indem. Co., No. 09-06-069 CV,

2006 WL 3334543, at *4–5 (Tex. App.-Beaumont Nov. 16, 2006) (considering that relevant

witnesses and corporate records were located outside Texas in holding that fair play and substantial

justice weighed against jurisdiction in Texas).

Although the State has asserted claims under Texas law against Arity 875, Texas’s interest

in adjudicating its dispute against Arity 875 is marginal, at best, given that Arity 875 has no

meaningful Texas presence and that the core challenged conduct against Arity 875 (and all other

A-092 defendants) is allegedly national in scope. See, e.g., Pet. ¶ 1 (alleging that “Defendants” built a

“‘driving behavior database,’ housing the driving behavior of over 45 million Americans”)

(emphasis added). Meanwhile, Illinois, where Arity 875 is subject to general jurisdiction, has a

countervailing interest in providing a forum for lawsuits against its corporate citizens—particularly

given that Arity 875 is already facing multiple lawsuits in Illinois based on allegations substantially

similar to those at issue here. See Azar v. Allstate Corp., No. 1:25-cv-00866, Compl. Dkt. No. 1

(N.D. Ill. Jan. 24, 2025); Eppley v. Allstate Corp., No. 1:25-cv-00815, Compl. Dkt. No. 1 (N.D.

Ill. Jan. 23, 2025); Roque v. Allstate Corp., No. 1:25-cv-00709, Compl. Dkt. No. 1 (N.D. Ill. Jan.

21, 2025); Duffield v. Allstate Corp., No. 1:25-cv-00609, Compl. Dkt. No. 1 (N.D. Ill. Jan. 17,

2025); Bare v. Allstate Corp., No. 1:25-cv-00621, Compl. Dkt. No. 1 (N.D. Ill. Jan. 17, 2025);

Sims v. Allstate Corp., No. 1:25-cv-00407, Compl. Dkt. No. 1 (N.D. Ill. Jan. 14, 2025).

Relatedly, and further undermining Texas’s interest in the litigation, is the significant

“practical problem” that would arise from Arity 875 having to defend Texas’s claims on behalf of

consumers who are already included in the putative nationwide classes sought to be certified in

the pending actions in Illinois federal court. See Azar, Compl., Dkt. No. 1 at ¶ 67 (seeking

certification of class comprising “[a]ll persons in the United States whose mobile phone data,

including but not limited to their geolocation data, was collected, distributed, stored, used, and/or

sold by Defendants”); Eppley, Compl., Dkt. No. 1 at ¶ 62 (similar); Roque, Compl., Dkt. No. 1 at

¶ 67 (similar); Duffield, Compl., Dkt. No. 1 at ¶ 68 (similar); Bare, Compl., Dkt. No. 1 at ¶ 81

(similar); Sims, Compl., Dkt. No. 1 at ¶ 43 (similar). The existence of parallel, substantially

overlapping litigation in Illinois also means both that Texas consumers’ interests are already being

amply represented and that the judicial system’s “interest in the most efficient resolution of

controversies” favors Illinois over Texas. Gulf Coast Int’l, 490 S.W.3d at 584. For all these

A-093 reasons, exercising jurisdiction over Arity 875 in Texas would offend fair play and substantial

justice.

REQUEST FOR RELIEF

WHEREFORE, PREMISES CONSIDERED, Arity 875 respectfully requests that the Court

grant this Special Appearance, dismiss all claims against Arity 875 for lack of personal jurisdiction,

and, subject to this Special Appearance, grant such other and further relief to which Arity 875 may

be justly entitled.

II. DEFENDANT’S ORIGINAL ANSWER

GENERAL DENIAL

1. Subject to and without waiving the foregoing Special Appearance and any other

defenses, Arity 875 generally denies each and every allegation in the Petition pursuant to Texas

Rule of Civil Procedure 92 and demands strict proof thereof.

2. Arity 875 reserves the right to amend this pleading as authorized by the Texas Rules

of Civil Procedure.

III. AFFIRMATIVE DEFENSES

3. Subject to and without waiving the foregoing Special Appearance and any other

defenses, pursuant to Rule 94 of the Texas Rule of Civil Procedure, Arity 875 asserts the following

affirmative defenses, without conceding that it bears the burden of proof as to any of these issues.

4. Plaintiff’s claims are barred, in whole or in part, because consumers were provided

all necessary information for consumers to assess the products and services at issue in the Petition.

5. Plaintiff’s claims are barred, in whole or in part, because the privacy statements

maintained by Defendants and their third-party partners disclosed to consumers the collection, use,

and sharing of consumers’ information at issue in the Petition.

A-094 6. Plaintiff’s claims are barred, in whole or in part, by consumers’ consent to the

alleged collection, use, and sharing of consumers’ information.

7. Plaintiff’s claims are barred because they have no basis in law or fact.

8. Plaintiff’s claims are barred, in whole or in part, under the void-for-vagueness

doctrine.

9. Plaintiff’s claim under the Texas Data Privacy and Security Act, Tex. Bus. & Com.

Code §§ 541.001 et seq. (the “TDPSA claim”) is barred, in whole or part, to the extent it is based

on data to which the TDPSA is not applicable.

10. Plaintiff’s TDPSA claim is barred, in whole or part, to the extent Arity 875 is not

among the entities to which the TDPSA applies.

11. Plaintiff’s TDPSA claim is barred, in whole or part, to the extent it is based on data

processing activities to which the TDPSA is not applicable.

12. Plaintiff’s claim under the Data Broker Law, Tex. Bus. & Com. Code §§ 509.001

et seq. is barred in whole or part to the extent Arity 875 is not a “data broker” under the Data

Broker Law.

13. Plaintiff’s claim for Unfair Methods of Competition and Unfair or Deceptive Acts

or Practices in the Business of Insurance, Tex. Ins. Code §§ 541.001 et seq. (the “Deceptive Acts

claim”) is barred, in whole or in part, because Plaintiff has not established and cannot establish an

unfair or deceptive act or practice.

14. Plaintiff’s Deceptive Acts claim is barred, in whole or in part, to the extent the

purported unfair or deceptive acts or practices are not acts or practices in the “business of

insurance.”

A-095 15. Plaintiff’s Deceptive Acts claim is barred, in whole or in part, to the extent it is

based on alleged representations or misrepresentations that do not rise above the level of puffery

or opinion, which are not actionable.

16. Plaintiff’s claims are barred, in whole or in part, by applicable limitations of

liability in terms agreed to by consumers.

17. Plaintiff’s claims are barred, in whole or in part, because consumers suffered no

injuries or damages.

18. Plaintiff’s claim for restitution must be offset and reduced by the value consumers

received from Defendants’ services.

19. Plaintiff’s claims are barred, in whole or in part, because consumers have enjoyed

the full benefit of the use of relevant mobile applications and related services.

20. Plaintiff’s claims are barred, in whole or in part, by accord and satisfaction.

21. Plaintiff’s claims are barred, in whole or in part, by the doctrines of waiver,

ratification, consent, and/or estoppel.

22. Plaintiff’s claims are barred, in whole or in part, as moot.

23. Plaintiff’s claims are barred, in whole or in part, to the extent they are preempted

by federal law, including but not limited to the Fair Credit Reporting Act, 15 U.S.C.

§ 1681t(b)(1)(F) and the Graham Leach Bliley Act (“GLBA”), 15 U.S.C. § 6821 et seq.

24. Plaintiff’s claims are barred, in whole or in part, to the extent Plaintiff has failed to

join all parties necessary and indispensable to this action.

25. Plaintiff’s claims are barred, in whole or in part, to the extent that this Court is an

improper venue to adjudicate Plaintiff’s claims.

A-096 26. Plaintiff’s claims may be barred, in whole or in part, by applicable statutes of

limitations or repose.

27. Plaintiff’s claims for civil penalties and injunctive relief are barred or limited by

the prohibition against excessive fines in Article I, Section 10 of the U.S. Constitution and Article

1, Section 13 of the Texas Constitution.

28. Defendant Arity 875 reserves the right to amend or supplement these affirmative

defenses or assert additional affirmative defenses after it has a more complete understanding of

Plaintiff’s claims, or as discovery indicates is proper.

A-097 IV. REQUEST FOR RELIEF

FOR THESE REASONS, Defendant Arity 875 respectfully requests that the Court:

1. Grant Arity 875’s Special Appearance and dismiss all claims against Arity 875 for

lack of personal jurisdiction.

2. Subject to Arity 875’s Special Appearance, find for Arity 875 on its affirmative

defenses.

3. Subject to Arity 875’s Special Appearance, order that Plaintiff take nothing against

Arity 875 in this suit.

4. Subject to Arity 875’s Special Appearance, grant such other and further relief to

which Arity 875 may be justly entitled.

A-098 Dated: February 19, 2025 Respectfully submitted,

/s/ W. Reid Wittliff W. Reid Wittliff State Bar No. 00791951 reid@wittliffcutter.com Wittliff | Cutter PLLC 510 Baylor St. Austin, Texas 78703 Telephone: (512) 960-4866 Facsimile: (512) 960-4869

Jake Sommer (pro hac vice forthcoming) Kelsey Harclerode (pro hac vice forthcoming) ZwillGen PLLC 1900 M Street NW, Suite 250 Washington, DC 20036 Telephone: (202) 296-3585 jake@zwillgen.com kelsey@zwillgen.com

Sudhir V. Rao (pro hac vice forthcoming) ZwillGen PLLC 183 Madison Ave., Suite 1504 New York, NY 10016 Telephone: (646) 362-5590 sudhir.rao@zwillgen.com

ATTORNEYS FOR DEFENDANTS

A-099 CERTIFICATE OF SERVICE

This is to certify that on this, the 19th day of February 2025, a true and correct copy of the foregoing, Arity 875, LLC’s Sworn Special Appearance, Original Answer, and Affirmative Defenses to the State of Texas’s Original Petition, has been served upon counsel of record, listed below, via authorized electronic service in accordance with the Texas Rules of Civil Procedure.

Name Email Esther Chavez esther.chavez@oag.texas.gov Monica Wadleigh monica.wadleigh@oag.texas.gov Brad Schuelke brad.schuelke@oag.texas.gov Mary Clarkson mary.clarkson@oag.texas.gov Zoann Willis zoann.willis@oag.texas.gov Summer Lee summer.lee@oag.texas.gov Madeline Fogel madeline.fogel@oag.texas.gov Richard R. McCutcheon richard.mccutcheon@oag.texas.gov Adam Holtz adam.holtz@oag.texas.gov Roberta H. Nordstrom roberta.nordstrom@oag.texas.gov Gabriella M. Gonzalez gabriella.gonzalez@oag.texas.gov JC Hernandez jc.hernandez@oag.texas.gov Tyler Bridegan tyler.bridegan@oag.texas.gov

/s/ W. Reid Wittliff W. Reid Wittliff

CERTIFICATE OF CONFERENCE

This is to certify that on the 13th day of February 2025, counsel for Defendant Arity 875, LLC conferred with counsel for Plaintiff via email regarding Arity 875, LLC’s Special Appearance. Despite a good-faith effort to resolve the dispute, the parties were unable to reach an agreement, and this matter remains opposed.

/s/ W. Reid Wittliff W. Reid Wittliff

A-100 Exhibit A

A-101 CAUSE NO. 25-01-00561

THE STATE OF TEXAS, § § Plaintiff, § IN THE DISTRICT COURT OF § v. § MONTGOMERY COUNTY, TEXAS § THE ALLSTATE CORPORATION, § 457m JUDICIAL DISTRICT ALLSTATE INSURANCE COMPANY, § ALLSTATE VEHICLE AND PROPERTY § INSURANCE COMPANY, ARITY, LLC, § ARITY 875, LLC, and ARITY SERVICES, § JURY TRIAL DEMANDED LLC, § Defendants. §

DECLARATION OF JOY A. THOMAS

1. My name is Joy A. Thomas. My date of birth is , and my

business address is 222 West Merchandise Mart Plaza, Suite 875, Chicago, Illinois 60654. I am

of sound mind, 18 years or older, and competent to make this Declaration. I submit this

Declaration in support of Ality 875, LLC's ("At·ity 875") Special Appearance.

2. I am an Officer of Arity 875 and serve in the role of Vice President. My

responsibilities include operations. I submit this Declaration based on my personal knowledge of

the matters stated herein, learned in my capacity as an Officer of Ality 875 and review ofrecords

and information maintained in the no1mal course of business by Ality 875.

3. Arity 875 is a limited liability corporation organized under the laws of Delaware

with its principal place of business in Illinois.

4. Ality 875 is not an insurance company and does not promote, offer, sell, or

administer insurance in Texas.

A-102 5. Arity 875 does not hold any certificate of autho1ity issued by a commissioner of

insurance in Texas, or any other State, to issue, write, or sell insw-ance policies in Texas or any

other State.

6. Ality 875 does not sell or issue any type of insurance policy that would be subject

to the requirements of the Texas Department of Insurance. Arity 875 has no dealings with

insurance ratemaking in Texas.

7. Ality 875 does not collect any premiums in connection with any insurance provided

to citizens of any State, including Texas.

8. Arity 875 is a mobility data and analytics company that develops and licenses a

software development kit ("SDK") to certain mobile application ("app") operators.

9. The SDK collects data through the apps about the user's phone handling, driving,

speeding, and braking (the "Mobile Data").

I 0. Before receiving any Mobile Data, Arity 875 requires its mobile app partners to

warrant that the Mobile Data is being lawfully disclosed to Arity 875.

11. Ality 875 does not disclose the Mobile Data to insurers for pricing or underwriting.

Rather, the insights generated from the Mobile Data ("Mobile Data Insights") are only ever

disclosed to insurers for pricing or underwriting (i) by a separate entity, Arity Services, LLC

(which receives Mobile Data Insights from Ality 875 for limited pw-poses) and (ii) if a consumer

directs the insurer to use the Mobile Data Insights.

12. Ality 875 does not target its services specifically to Texas; rather, its services are

equally available in Texas as they are in all other States.

2 82

A-103 13. A.tity 875's development and licensing of the SDK is not specifically directed

towards Texas, and none of the Arity 875 teams involved in developing or licensing the SDK is

based in Texas.

14. Decision-making concerning Arity 875 's policies with respect to the Mobile Data

and Mobile Data Insights occurs outside of Texas.

15. Arity 875 does not have a telephone listing in Texas.

16. A.tity 875 does not maintain or possess any bank account in Texas.

17. A.tity 875 has no employees in Texas.

18. Arity 875 does not own, lease, or in any other way maintain or possess any real

property in Texas, including, but not limited to, office space, a warehouse, or manufacturing

facilities.

My name is Joy A. Thomas, my date of bi.Ith is , and my address is 222

West Merchandise Mart Plaza, Suite 875, Chicago, Illinois 60654. I declare under the penalty of

perjury that the foregoing is true and con-ect.

Executed i11Cook County, lllil1ois, on this 13th day of February, 2025.

Joy A. Thomas

3 83

A-104 Automated Certificate of eService

The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing

William Wittliff on behalf of William Wittliff Bar No. 00791951 reid@wittliffcutter.com Envelope ID: 97537560 Filing Code Description: Original Answer Filing Description: Arity 875, LLC's Sworn Special Appearance, Original Answer, and Affirmative Defenses Status as of 2/19/2025 11:21 AM CST

Associated Case Party: State of Texas

Name BarNumber Email TimestampSubmitted Status Esther Chavez esther.chavez@oag.texas.gov 2/19/2025 10:54:40 AM SENT

Monica Wadleigh monica.wadleigh@oag.texas.gov 2/19/2025 10:54:40 AM SENT Brad Schuelke Brad.Schuelke@oag.texas.gov 2/19/2025 10:54:40 AM SENT Mary Clarkson mary.clarkson@oag.texas.gov 2/19/2025 10:54:40 AM SENT Zoann Willis zoann.willis@oag.texas.gov 2/19/2025 10:54:40 AM SENT

Gabriella M. Gonzalez gabriella.gonzalez@oag.texas.gov 2/19/2025 10:54:40 AM SENT JC Hernandez jc.hernandez@oag.texas.gov 2/19/2025 10:54:40 AM SENT Tyler Bridegan tyler.bridegan@oag.texas.gov 2/19/2025 10:54:40 AM SENT

Summer Lee summer.lee@oag.texas.gov 2/19/2025 10:54:40 AM SENT

Madeline Fogel madeline.fogel@oag.texas.gov 2/19/2025 10:54:40 AM SENT Richard RMcCutcheon richard.mccutcheon@oag.texas.gov 2/19/2025 10:54:40 AM SENT

Adam Holtz Adam.Holtz@oag.texas.gov 2/19/2025 10:54:40 AM SENT Roberta HNordstrom roberta.nordstrom@oag.texas.gov 2/19/2025 10:54:40 AM SENT

Associated Case Party: The Allstate Corporation

Name BarNumber Email TimestampSubmitted Status

John Saba john@wittliffcutter.com 2/19/2025 10:54:40 AM SENT Taylor Board taylor@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

W. Reid Wittliff reid@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

Associated Case Party: Allstate Insurance Company

A-105 Automated Certificate of eService The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing

William Wittliff on behalf of William Wittliff Bar No. 00791951 reid@wittliffcutter.com Envelope ID: 97537560 Filing Code Description: Original Answer Filing Description: Arity 875, LLC's Sworn Special Appearance, Original Answer, and Affirmative Defenses Status as of 2/19/2025 11:21 AM CST

Associated Case Party: Allstate Insurance Company

Name BarNumber Email TimestampSubmitted Status W. Reid Wittliff reid@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

Taylor Board taylor@wittliffcutter.com 2/19/2025 10:54:40 AM SENT John Saba john@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

Associated Case Party: Allstate Vehicle and Property Insurance Company

Name BarNumber Email TimestampSubmitted Status

John Saba john@wittliffcutter.com 2/19/2025 10:54:40 AM SENT Taylor Board taylor@wittliffcutter.com 2/19/2025 10:54:40 AM SENT W. Reid Wittliff reid@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

Associated Case Party: Arity, LLC

Name BarNumber Email TimestampSubmitted Status Taylor Board taylor@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

John Saba john@wittliffcutter.com 2/19/2025 10:54:40 AM SENT W. Reid Wittliff reid@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

Associated Case Party: Arity 875, LLC

Name BarNumber Email TimestampSubmitted Status John Saba john@wittliffcutter.com 2/19/2025 10:54:40 AM SENT Taylor Board taylor@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

85 A-106 Automated Certificate of eService The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing

William Wittliff on behalf of William Wittliff Bar No. 00791951 reid@wittliffcutter.com Envelope ID: 97537560 Filing Code Description: Original Answer Filing Description: Arity 875, LLC's Sworn Special Appearance, Original Answer, and Affirmative Defenses Status as of 2/19/2025 11:21 AM CST

Associated Case Party: Arity 875, LLC

Taylor Board taylor@wittliffcutter.com 2/19/2025 10:54:40 AM SENT W. Reid Wittliff reid@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

Associated Case Party: Arity Services, LLC

Name BarNumber Email TimestampSubmitted Status

Taylor Board taylor@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

John Saba john@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

W. Reid Wittliff reid@wittliffcutter.com 2/19/2025 10:54:40 AM SENT

86 A-107 Tab M: Google LLC v. State, 2025 WL 52611 (Tex. App. Corpus Christi-Edinburg Jan. 9, 2025), petition for review abated (May 9, 2025)

A-108 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

KeyCite Yellow Flag Declined to Extend by Texas v. Google LLC, E.D.Tex., January 28, 2025

2025 WL 52611 Only the Westlaw citation is currently available.

SEE TX R RAP RULE 47.2 FOR DESIGNATION AND SIGNING OF OPINIONS.

Court of Appeals of Texas, Corpus Christi-Edinburg.

GOOGLE LLC, Appellant, v. The STATE of Texas, Appellee.

NUMBER 13-23-00114-CV | Delivered and filed January 9, 2025.

ON APPEAL FROM THE 377TH DISTRICT COURT OF VICTORIA COUNTY, TEXAS, Hon. Eli E. Garza, District Judge

Attorneys and Law Firms

Jonathan Patchen, Willkie Farr & Gallagher LLP, San Francisco, R. Paul Yetter, Yetter Coleman LLP, Houston, Robyn Bigelow Hargrove, Simona Agnolucci, Benedict Y. Hur, Steven James Wingard, Steve McConnico, Harris Mateen, Eduardo E. Santacana, James “Jim” Cole, Shelby Hart-Armstrong, Joshua Anderson, Bryan Lauer, for Appellant.

Warren Kenneth Paxton Jr., Judd Stone II, Lanora Pettit, Law Enforcement Defense Division, Austin, Julie Ann Nayar Searle, Joseph Mazzara, Marc Brian Collier, Joseph Graham Jr., for Appellee.

Before Chief Justice Tijerina and Justices Silva and Peña

MEMORANDUM OPINION

Memorandum Opinion by Chief Justice Tijerina

*1 This appeal is from the denial of a special appearance filed by appellant Google LLC. Appellee the State of Texas filed suit against appellant under the Texas Deceptive Trade Practices Act (DTPA) on its own behalf seeking civil penalties for alleged representations and omissions on

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A-109 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

appellant's website and software that are accessible nationwide. See TEX. BUS. & COM. CODE ANN. § 17.41 et seq. By three issues, Google contends that the trial court erred in denying its special appearance because there is neither general nor specific jurisdiction in Texas, and traditional notions of fair play and substantial justice do not support the exercise of personal jurisdiction in Texas. We reverse and render.

I. STANDARD OF REVIEW AND APPLICABLE LAW

Subject-matter jurisdiction is essential to the authority of a court to decide a case. Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547, 554–55 (Tex. 2000). A special appearance is a dilatory plea that challenges the trial court's subject-matter jurisdiction without regard to whether the asserted claims have merit. Harris County v. Sykes, 136 S.W.3d 635, 638 (Tex. 2004). Whether the trial court has personal jurisdiction over a defendant is a question of law. BMC Software Belg., N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). Thus, we review the trial court's ruling on a special appearance de novo. Id. The trial court determines the special appearance by referring to the pleadings, any stipulations made by and between the parties, any affidavits and attachments filed by the parties, discovery, and any oral testimony. TEX. R. CIV. P. 120a(3). Because the question of a court's exercise of personal jurisdiction over a nonresident defendant is one of law, we review a trial court's determination of a special appearance de novo. Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 574 (Tex. 2007); BMC Software Belg., 83 S.W.3d at 793.

Where, as here, the trial court does not issue findings of fact and conclusions of law, all facts necessary to support the judgment and supported by the evidence are implied, and we presume that the trial court resolved all factual disputes in favor of its ruling. BMC Software Belg., 83 S.W.3d at 795; Am. Type Culture Collection v. Coleman, 83 S.W.3d 801, 805–06 (Tex. 2002). These implied findings are not conclusive and may be challenged for legal and factual sufficiency if the appellate record includes the reporter's and clerk's records. BMC Software Belg., 83 S.W.3d at 795.

Texas courts may assert personal jurisdiction over a nonresident if (1) the Texas long-arm statute authorizes the exercise of jurisdiction, and (2) the exercise of jurisdiction is consistent with federal and state constitutional due-process guarantees. Moki Mac, 221 S.W.3d at 574; Gray, Ritter & Graham, PC v. Goldman Phipps PLLC, 511 S.W.3d 639, 654 (Tex. App.—Corpus Christi– Edinburg 2015, pet. denied). The Texas long-arm statute allows Texas courts to exercise personal jurisdiction over a nonresident defendant that “does business” in Texas. See TEX. CIV. PRAC. & REM. CODE ANN. § 17.042; BMC Software Belg., 83 S.W.3d at 795. The Texas long- arm statute sets out several activities that constitute “doing business” in Texas; however, the list

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A-110 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

is not exclusive, and Texas's long-arm statute's “broad language extends Texas courts’ personal jurisdiction ‘as far as the federal constitutional requirements of due process will permit.’ ” Id. (quoting U-Anchor Adver., Inc. v. Burt, 553 S.W.2d 760, 762 (Tex. 1977)). Therefore, “the a. requirements of the Texas long-arm statute are satisfied if the exercise of personal jurisdiction comports with federal due process limitations.” CSR Ltd. v. Link, 925 S.W.2d 591, 594 (Tex.

a. 1996).

*2 Under the Due Process Clause of the Fourteenth Amendment of the United States Constitution, a Texas court has personal jurisdiction over a nonresident defendant when (1) the nonresident defendant has established minimum contacts with the forum state, and (2) the exercise of jurisdiction does not offend “traditional notions of fair play and substantial justice.” Int'l Shoe

a. Co. v. Washington, 326 U.S. 310, 316 (1945); BMC Software Belg., 83 S.W.3d at 795; see U.S.

a. CONST. amend. XIV, § 1. “The exercise of personal jurisdiction is proper when the contacts proximately result from actions of the nonresident defendant which create a substantial connection with the forum state.” Guardian Royal Exch. Assurance, Ltd. v. Eng. China Clays, P.L.C., 815 a.

S.W.2d 223, 226 (Tex. 1991).

The plaintiff bears the initial burden of pleading “sufficient allegations to bring a nonresident defendant within the provisions of the [Texas] long-arm statute.” BMC Software Belg., 83 a. S.W.3d at 793. The Texas long-arm statute authorizes the exercise of jurisdiction over a nonresident defendant doing business in Texas. TEX. CIV. PRAC. & REM. CODE ANN. §§ 17.041–.045. Texas's long-arm statute provides:

In addition to other acts that may constitute doing business, a nonresident does business in this state if the nonresident:

(1) contracts by mail or otherwise with a Texas resident and either party is to perform the contract in whole or in part in this state;

(2) commits a tort in whole or in part in this state; or

(3) recruits Texas residents, directly or through an intermediary located in this state, for employment inside or outside this state.

Id. § 17.042.

Once the plaintiff pleads sufficient allegations to bring a nonresident defendant within the provisions of the Texas long-arm statute, the burden is on the defendant to challenge personal jurisdiction by filing a special appearance negating all bases of personal jurisdiction asserted by the plaintiff in its pleading. Moki Mac, 221 S.W.3d at 574; BMC Software Belg., 83 S.W.3d a.

a.

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A-111 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

at 793; El Puerto de Liverpool, S.A. de C.V. v. Servi Mundo Llantero, S.A. de C.V., 82 S.W.3d 622, 628 (Tex. App.—Corpus Christi–Edinburg 2002, pet. dism'd w.o.j.).

The defendant's contacts with the forum state may establish either specific or general jurisdiction over the nonresident defendant. Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 (1984). General jurisdiction allows for the nonresident defendant to be sued in the forum state for all claims even if the claims are not related to the nonresident defendant's activities in that state. BMC Software Belg., 83 S.W.3d at 796. In other words, the defendant is treated as if the defendant's contacts with the forum state have been so constant, the defendant has been essentially rendered “at home” in the forum state, which is the equivalent to the defendant either having a principal place of business in the forum state or being incorporated there. See BNSF Ry. Co. v. Tyrrell, 581 U.S. 402, 406 (2017); Daimler AG v. Bauman, 571 U.S. 117, 127 (2014).

Specific jurisdiction over the nonresident defendant is present if the defendant purposefully directed his activities at residents of Texas and the litigation arose from or related to those contacts. Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985); Helicopteros Nacionales de Colombia, S.A., 466 U.S. at 414; Guardian Royal Exch. Assurance, Ltd., 815 S.W.2d at 227.

Even if the nonresident defendant has purposefully availed himself of personal jurisdiction in Texas, we must also conclude that the defendant's liability arises from or is substantially connected to those contacts. See Burger King, 471 U.S. at 472; Helicopteros Nacionales de Colombia, S.A., 466 U.S. at 414; Guardian Royal Exch. Assurance, Ltd., 815 S.W.2d at 226. Thus, we review the substantial connection between the operative facts of the litigation based on the claims involved in the litigation and the defendant's contacts with Texas. Retamco Operating, Inc. v. Republic Drilling Co., 278 S.W.3d 333, 340 (Tex. 2009).

II. GENERAL JURISDICTION

*3 By its first issue, appellant contends that appellee failed to establish that it is “at home” in Texas; therefore, there is no evidence of general jurisdiction.

A. Applicable Law General or all-purpose personal jurisdiction requires that a defendant be “essentially at home” in the forum state. State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 412 (Tex. 2023) (quotation marks omitted). “This kind of personal jurisdiction allows courts to render a binding judgment against a defendant even if the plaintiff's claims neither arise from activities conducted

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A-112 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

in the forum state nor relate to the forum state or the defendant's activity there.” Id. (cleaned up). Under general jurisdiction, the cause of action “may concern events and conduct anywhere in the world.” Id. (quotation marks omitted).

Specific jurisdiction requires that the operative facts of the defendant's acts relate to the plaintiff's claims; general jurisdiction allows a defendant to be sued “on any and all claims against it, wherever in the world the claims may arise.” Daimler AG, 571 U.S. at 121. In other words, under general jurisdiction, there is no need to tie the defendant's acts with the plaintiff's claims. Id. at 132 (“[A] corporation's ‘continuous activity of some sorts within a state is not enough to support the demand that the corporation be amenable to suits unrelated to that activity.’ ”); see also Grupo Mex. S.A.B. de C.V. v. Mt. McKinley Ins. Co. and Everest Reinsurance Co., No. 13-17-00134-CV, 2020 WL 486501, at *4 (Tex. App.—Corpus Christi–Edinburg Jan. 30, 2020, pet. denied) (mem. op.) (“General jurisdiction, on the other hand, does not require a nexus between the defendant's in-state contacts and the plaintiff's claim; instead, the focus is solely on the defendant's contacts with the forum.”). We must only focus on the defendant's contacts with the forum state. See Helicopteros Nacionales de Colombia, S.A., 466 U.S. at 414; see also Grupo Mex., 2020 WL 486501, at *4.

B. Discussion Appellant contends that it met its burden to negate general jurisdiction because “the undisputed facts confirm that this is not an exceptional case for general jurisdiction.” Specifically, appellant argues that its “operations in Texas represent a small fraction of its operations across the country and across the world” because it employs 58,500 people in California and 169,000 people worldwide, while in contrast it has a total of 2,400 permanent employees in Texas. Appellant states that even considering its temporary employees, interns, advisers, vendors, and other miscellaneous employees which total approximately 5,500 employees in Texas, its number of employees in Texas is not enough to support a conclusion that appellant is “essentially at home” in Texas. In addition to tying appellant to Texas based on appellant's 5,500 Texas employees, appellee claims that general jurisdiction applies because appellant has one of its four data centers in Texas. 1 According to appellee, “Texas accounts for approximately 8.9%” of appellant's U.S. revenue and 4% of its worldwide revenue. Thus, appellee argues that general jurisdiction over appellant exists due the number of employees appellant has in Texas, the fact that appellant has one of four data centers in Texas, and 8.9% of appellant's revenue in the United States and 4% of its worldwide revenue is made in Texas.

*4 In BNSF Ry., the United States Supreme Court stated that under general jurisdiction principles, its due process precedent under the Fourteenth Amendment does not support for “a State to hale an out-of-State corporation before its court when the corporation is not ‘at home’ in the State ....” 581 U.S. at 405–06. The Court explained that “[t]he ‘paradigm’ forums in which a corporate

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A-113 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

defendant is ‘at home’ ... are the corporation's place of incorporation and its principal place of business.” Id. at 413. However, only in an “exceptional case,” the Court explained could “a

[l_ corporate defendant's operations in another forum” be “so substantial and of such a nature as to render the corporation at home in that State.” Id. The Court cited Perkins v. Benguet Consol. Mining Co., as being one such exceptional case. 342 U.S. 437, 447–48 (1952). In that case,

[l_ the corporation was forced by war “to temporarily relocate the enterprise from the Philippines to Ohio.” BNSF Ry., 581 U.S. at 413. Therefore, according to the United States Supreme Court, [l_

Ohio had general jurisdiction over the defendant corporation “[b]ecause Ohio then became ‘the center of the corporation's wartime activities.’ ” Id. In Daimler AG, the United States Supreme Court clarified that it has “declined to stretch general jurisdiction beyond limits traditionally recognized” in Perkins. 571 U.S. at 132. [l_

The BNSF Ry. Court emphasized that the defendant was not amenable to general jurisdiction because it had not been incorporated in the forum State and did not maintain a principal place of business there. BNSF Ry., 581 U.S. at 414. The Court noted that the defendant corporation, [l_

BNSF, had over 2,000 miles of railroad track and more than 2,000 employees in the forum state; however, general jurisdiction analysis “does not focus solely on the magnitude of the defendant's in-state contacts.” Id. The activities of the defendant must amount to having its principal place of business in the forum state. See id.

Here, it is undisputed that appellant is not incorporated in Texas and does not maintain a principal place of business there. See id. at 413. “Those affiliations have the virtue of being unique— [l_

that is, each ordinarily indicates only one place—as well as easily ascertainable.” Daimler AG, 571 U.S. at 137. Additionally, allegations that the defendant maintains in-state business alone does [l_ not suffice to subject a corporation to general jurisdiction. See id. at 137–38. The United States [l_

Supreme Court rejected the argument that a State has general jurisdiction over that defendant because the defendant conducts some business in that state. See id. The Court stated, “Plaintiffs would have us look beyond the exemplar bases [such as having a principal place of business in the state or being incorporated in the states as] Goodyear identified, and [instead] approve the exercise of general jurisdiction in every State in which a corporation ‘engages in a substantial, continuous, and systematic course of business’ ”; however, “[t]hat formulation ... is unacceptably grasping.” Id. (discussing Goodyear Dunlop Tires Ops., S.A. v. Brown, 564 U.S. 915, 919, 924 (2011)). [l_

The United States Supreme Court explained that “the words ‘continuous and systematic’ were used in International Shoe to describe situations in which the exercise of specific jurisdiction would be appropriate.” Id. at 138. Instead, the proper question in a general jurisdiction analysis is: [l_

“whether [a foreign] corporation's ‘affiliations with the State are so continuous and systematic as to render [it] essentially at home in the forum State.’ ” Id. at 138–39 (internal quotations omitted). [l_

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A-114 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

In Perkins, the defendant admittedly and indisputably moved its principal place of business to Ohio; that is not the case here. See id.; see also BNSF Ry., 581 U.S. at 413; Daimler AG, 571

[l

[l U.S. at 132 (setting out that “the placement of a product into the stream of commerce ‘may bolster an affiliation germane to specific jurisdiction,’ ” but “such contacts ‘do not warrant a determination that, based on those ties, the forum has general jurisdiction over a defendant’ ”). Appellant has not temporarily relocated its business to Texas, and we find no authority supporting a conclusion that it is sufficient to find general jurisdiction based merely on appellant conducting the amount of business it performs in Texas or employing its number of employees in Texas. Thus, we are not persuaded that appellant's contacts with Texas are sufficient to find under guiding precedent that appellant is “essentially at home” in Texas. See BNSF Ry., 581 U.S. at 413; see also Daimler

[l

[l AG, 571 U.S. at 129 (explaining that Perkins “remains the textbook case of general jurisdiction appropriately exercised over a foreign corporation that has not consented to suit in the forum”) (internal quotations omitted). To subject appellant to general jurisdiction in Texas, would allow that appellant “be sued on any and all claims against it [in Texas], wherever in the world the claims may [have] arise[n]” because its business in Texas equates with it having its principal place of business in Texas. See Daimler AG, 571 U.S. at 121. The crux of Perkins, according [l

to the United States Supreme Court, is that Ohio, the forum state, had become “the corporation's principal, if temporary, place of business.’ ” Daimler AG, 571 U.S. at 130 (citing Keeton v. [l

[l Hustler Mag., Inc., 465 U.S. 770, 780, n.11 (1984)). Here, that is not the case; it is undisputed that appellant has not made Texas its temporary principal place of business and appellee has not made such a claim. Furthermore, we are without authority to support a conclusion that appellant's business dealings as previously set out above in Texas have in essence made Texas its principal place of business. See id. We agree with appellant that general jurisdiction requires that the out- of-state corporate defendant's in-state activities be equivalent to the defendant incorporating or establishing a principal place of business in the forum that is rendering them “essentially home in the forum state.” See Goodyear, 564 U.S. at 919, 924; Volkswagen, 669 S.W.3d at 412; [l

[l

see also Grupo Mex., 2020 WL 486501, at *4. The small percentage of business that appellant performs in Texas as alleged by appellee does not even amount to substantial, continuous, and systematic contacts, but even if it does, the United States Supreme Court has disavowed that rubric as the proper measure of analyzing general jurisdiction. See Goodyear, 564 U.S. at 919, 924; [l

Volkswagen, 669 S.W.3d at 412; see also Grupo Mex., 2020 WL 486501, at *4. Instead, general [l

jurisdiction analysis “calls for an appraisal of a corporation's activities in their entirety, nationwide and worldwide.” See Daimler AG, 571 U.S. at 139 n.20. From our appraisal of the record before [l

us, appellant's activity in Texas compared with its nationwide and worldwide activity does not support a conclusion that appellant has made Texas its home. See id. Appellee's allegations are insufficient to meet its initial burden. Moreover, without more, these allegations effectively negate the trial court's general jurisdiction. Appellant cannot be “essentially at home” in every foreign

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jurisdiction where it operates. See BNSF Rye., 581 U.S. at 413; Daimler AG, 571 U.S. at 139

0...

0... & n.20; Goodyear, 564 U.S. at 919; 0... Perkins, 342 U.S. at 447–48; see also Grupo Mex., 2020

0... WL 486501, at *6.

*5 Therefore, we conclude that appellant negated general jurisdiction in Texas under these facts and that the trial court should have granted its special appearance on general jurisdiction grounds. See Daimler AG, 571 U.S. at 132 (“[A] corporation's ‘continuous activity of some sorts within 0...

a state is not enough to support the demand that the corporation be amenable to suits unrelated to that activity.’ ”). We sustain appellant's first issue. 2

III. SPECIFIC JURISDICTION

By its second issue, appellant contends that in its petition, appellee did not allege facts supporting a conclusion that Texas has specific jurisdiction over appellant and that it negated specific jurisdiction. Specifically, appellant argues that its contacts do not amount to purposeful availment and no substantial connection exists between its contacts with Texas and the operative facts of the litigation.

A. Applicable Law Specific personal jurisdiction focuses on the defendant's connections with the state and its relationship to the plaintiff's claims. See Volkswagen, 669 S.W.3d at 412. In our specific- 0...

jurisdiction analysis we measure the two co-equal components of relatedness and purposeful availment. Moki Mac, 221 S.W.3d at 579. The relatedness inquiry defines “the appropriate 0...

‘nexus between the nonresident defendant, the litigation, and the forum.’ ” Luciano v. 0...

SprayFoamPolymers.com, LLC, 625 S.W.3d 1, 14 (Tex. 2021) (quoting Moki Mac, 221 S.W.3d 0...

at 579). “[T]he exercise of specific jurisdiction is prohibited if ‘the suit’ does not ‘arise out of or relate to the defendant's contacts with the forum.’ ” Id. (alterations omitted). Thus, the lawsuit must arise from or relate to “ ‘some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.” Id. at 9 (citing Hanson v. Denckla, 357 U.S. 235, 253 (1958)). 0...

0...

“The ‘touchstone of jurisdictional due process [is] ‘purposeful availment.’ ” Id. The defendant's act in the forum state must amount to it purposefully availing “ ‘itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws.’ ” Id. (quoting Hanson v. Denckla, 357 U.S. 235, 253 (1958)). A defendant that has “ ‘deliberately’ 0...

engaged in significant activities within a state,” has “manifestly ... availed himself of the privilege

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of conducting business there.” Id. (quoting Burger King, 471 U.S. at 475–76 (cleaned up)). Therefore, because the defendant has availed itself of the “ ‘benefits and protections’ of the forum's laws, it is ‘presumptively not unreasonable to require him to submit to the burdens of litigation in that forum as well.’ ” Id.

*6 Whether the defendant has had minimum contacts with the forum state depends solely on the defendant's acts within that state. Id. Additionally, “fortuitous” or “attenuated” contacts cannot “be relied upon to satisfy the requirements of due process.” Id. “Rather, whether due process is satisfied depends upon ‘the quality and nature of the activity in relation to the fair and orderly administration of the laws.’ ” Id. (quoting Int'l Shoe, 326 U.S. at 319).

Even when a defendant has had purposeful contacts with the forum states, “the exercise of specific jurisdiction is prohibited if ‘the suit’ does not aris[e] out of or relat[e] to the defendant's contacts with the forum.” Id. at 14. This relatedness doctrine requires a nexus between the defendant's contacts and the litigation and the forum. Id. There must be a “substantial connection” between the operative facts of the litigation and the defendant's contacts with the state. Id. In other words, “there must be ‘an affiliation between the forum and the underlying controversy, principally, [an] activity or an occurrence that takes place in the forum State and is therefore subject to the State's regulation.’ ” Id.

B. Relatedness Appellant argues that we should begin our analysis of specific jurisdiction by examining the relatedness doctrine first. Appellant states, that appellee's “live petition identifies various general business contacts that Google has with Texas, which are insufficient to be ‘at home’ in the state and also wholly unrelated to this case.” Appellant claims that “[e]ven a ‘flood’ of purposeful contacts with a forum state is irrelevant if ‘the suit’ does not ‘arise out of or relate to the defendant's contacts with the forum.’ ” Because we agree with appellant, we will first analyze whether the contacts as alleged by appellee are related to the operative facts and the State of Texas. See id.

1. The Allegations Appellee sued appellant pursuant to the DTPA. Appellee alleged that appellant

has become one of the richest companies in the world, in part, by deceiving Texans and profiting off their confusion. Specifically, [appellant] has systematically misled, deceived, and withheld material facts from users in Texas about how and why their behavior is tracked and how to stop [appellant] from monetizing their personal data. As relevant to this Petition, [appellant]’s

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deceptive practices fall into two closely related buckets: tracking location history and tracking private-browsing activity.

Appellee accused appellant of deceiving Texas residents into believing that users can disable location tracking. In addition, appellee accused appellant of collecting Texas users browsing history, even when the users believe that they are not being tracked by appellant because appellant claims that its users can go incognito, which appellee claims is a sham. According to appellee, appellant lies about how it tracks and collects data about its Texas users, and Texas residents are unaware of this deception. Appellee avers that appellant's deception to Texas users is motivated by appellant's desire for more profits from the information it gathers unbeknownst to its users. Appellee alleged that appellant misleads Texas users through both misrepresentations and omissions.

Appellee stated that appellant does the following:

[(1)] uses its window into millions of Texans’ personal lives to sell “targeted” advertising designed to exert the maximum influence over those users. In so doing, the Company has reaped spectacular gains at the expense of Texans’ privacy. Indeed, [appellant] has generated hundreds of millions—if not billions—of dollars of advertising revenues from ads presented to users in Texas alone.

*7 ....

[(2)] has caused and will cause adverse effects to consumers in Texas, to legitimate business enterprises which lawfully conduct trade and commerce in this state, and to the State of Texas. Therefore, the Consumer Protection Division of the Office of the Attorney General of the State of Texas is of the opinion that these proceedings are in the public interest.

2. Discussion To prevail, appellee must show that there is a “substantial connection” between appellant's contacts and the operative facts of the litigation.” Id. If the focus of the trial involves facts that occur outside of the forum state, then the operative facts are not sufficiently related. Moki Mac, 221 S.W.3d at 585. Thus, if the events that took place outside of Texas would “consume most if not all of the litigation's attention” and “the overwhelming majority of the evidence [would] be directed” at events outside of Texas, then the contacts are not sufficiently related to the litigation's operative facts. Id. “[A] nonresident directing a tort at Texas from afar is insufficient to confer specific jurisdiction.” Moncrief Oil Int'l Inc. v. OAO Gazprom, 414 S.W.3d 142, 157 (Tex. 2013). In

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our analysis of the relatedness doctrine, we consider what the principal complaint involves. TV Azteca v. Ruiz, 490 S.W.3d 29, 53 (Tex. 2016).

Appellees do not specifically plead allegations that the operative facts of the litigation are related to appellant's contacts with Texas. See Luciano, 625 S.W.3d at 8 (the plaintiff bears the initial burden to plead allegations sufficient to confer jurisdiction). Nonetheless, the evidence shows that appellant's alleged contacts with Texas were made by appellant's employees who were not in Texas. Appellee has not alleged that any of appellant's Texas employees made the misleading statements. Thus, the evidence shows that appellant's employees directed the alleged misleading statements from afar, which is insufficient to confer specific jurisdiction. See Moncrief Oil Int'l Inc., 414 S.W.3d at 157. The principal complaint that the terms of service and disclosures made by appellant were misleading requires that the overwhelming evidence be directed at events outside of Texas. 3 Id. Stated differently, appellee has not identified an “activity or occurrence ... that takes place in” Texas. See Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 362 (2021) (cleaned up). Accordingly, we cannot conclude that appellee met its initial burden to show that appellant's allegedly tortious conduct occurring outside of Texas is sufficient to confer specific jurisdiction over appellant. See Moncrief Oil Int'l Inc., 414 S.W.3d at 157; see also Ford Motor Co., 592 U.S. at 362 n.3 (rejecting the “view that a state court should have jurisdiction over a nationwide corporation ... on any claim, no matter how unrelated to the State or [the corporation's] activities there” and explaining that “[r]emoving the need for any connection between the case and forum State would transfigure our specific jurisdiction standard as applied to corporations”). We sustain appellant's second issue.

IV. CONCLUSION

*8 The trial court's order denying the special appearance is reversed and judgment is rendered dismissing all of appellee's claims against appellant for want of personal jurisdiction.

All Citations

Not Reported in S.W. Rptr., 2025 WL 52611

Footnotes

1 According to appellee, appellant has 250 employees at the Texas data center.

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A-119 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

2 In its response to appellant's special appearance, appellee lists all properties owned by appellant as evidence that general jurisdiction applies. Specifically, appellee lists the following:

• 800,000 square feet in the 35-floor Google Tower (Austin)

• The top 10 floors of the 500 West 2nd building (Austin)

• 150,000 square feet across all seven floors of a Saltillo building (Austin)

• 11,000 square feet in the One Buffalo Heights building (Houston)

• At least one office in Dallas, Texas (Dallas)

• A $600 million data center (Midlothian)

• A planned $600 million data center (Red Oak)

• A Google Fiber Kiosk (San Antonio)

• Additional Google offices (Addison)

However, as set out by the United States Supreme Court, we must appraise appellant's contacts in Texas by comparing them with appellant's nationwide and worldwide business. See Daimler AG v. Bauman, 571 U.S. 117, 139 n.20 (2014). And here there is no evidence that appellant's contacts in Texas are the same, equal to, or greater than its worldwide and nationwide contacts as to render Texas its principal place of business.

3 In Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., 592 U.S. 351, 365 (2021), the product that the defendant marketed in the forum state caused injury in that state. See id. The Ford court explained that the allegations that the products caused the plaintiffs’ injuries in the forum state was related to Ford's activities of selling its products in the forum states and emphasized that the ads in the local media and instate activities possibly caused the plaintiffs to purchase the vehicles. Id. at 367. Thus, the operative facts of the litigation regarding the plaintiff's injuries occurring in the forum states were related to Ford's activities in the forum states. See id. Here, appellee has not alleged that the product itself caused the injury. Instead, appellee asserts that appellant's employees who were not in Texas caused the complained- of injuries while not in Texas. Thus, the operative facts all occurred outside of Texas, and we cannot conclude that under these facts, Ford applies. See id. at 366 (“That is why this Court has used this exact fact pattern (a resident-plaintiff sues a global car company, extensively serving the state market in a vehicle, for an in-state accident) as an illustration —even a paradigm example—of how specific jurisdiction works.” (emphasis added)).

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A-120 Google LLC v. State, Not Reported in S.W. Rptr. (2025)

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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A-121 Automated Certificate of eService This automated certificate of service was created by the efiling system. The filer served this document via email generated by the efiling system on the date and to the persons listed below. The rules governing certificates of service have not changed. Filers must still provide a certificate of service that complies with all applicable rules.

William Wittliff on behalf of William Wittliff Bar No. 00791951 reid@wittliffcutter.com Envelope ID: 103952501 Filing Code Description: Brief Not Requesting Oral Argument Filing Description: Brief of Appellee Arity 875, LLC and Appendix Status as of 8/4/2025 4:35 PM CST

Associated Case Party: State of Texas

Name BarNumber Email TimestampSubmitted Status

Rick Berlin Rick.Berlin@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Daniel Zwart Daniel.Zwart@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Kaylie Buettner Kaylie.Buettner@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Zoann Willis zoann.willis@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Meredith Spillane Meredith.Spillane@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Zeilic Contreras Zeilic.Contreras@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Carlos Fernandez Carlos.Fernandez@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Madeline Fogel madeline.fogel@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Richard RMcCutcheon richard.mccutcheon@oag.texas.gov 8/4/2025 4:15:52 PM SENT

Case Contacts

Name BarNumber Email TimestampSubmitted Status

Jonathan Hung johung@winston.com 8/4/2025 4:15:52 PM SENT

Eric Shinabarger EShinabarger@winston.com 8/4/2025 4:15:52 PM SENT

W. Reid Wittliff reid@wittliffcutter.com 8/4/2025 4:15:52 PM SENT

Jake Sommer jake@zwillgen.com 8/4/2025 4:15:52 PM SENT

Kelsey Harclerode kelsey@zwillgen.com 8/4/2025 4:15:52 PM SENT

Sudhir V. Rao sudhir.rao@zwillgen.com 8/4/2025 4:15:52 PM SENT

Sean Wieber swieber@winston.com 8/4/2025 4:15:52 PM SENT

Kevin Simpson kpsimpson@winston.com 8/4/2025 4:15:52 PM SENT