`
`Noah D. Lebowitz [SBN 194982]
`LAW OFFICE OF NOAH D. LEBOWITZ
`1442A Walnut Street, No. 452
`Berkeley, California 94709
`Telephone: (510) 883-3977
`Facsimile: (510) 540-1057
`E-mail: noah@ndllegal.com
`
`Attorneys for Plaintiff
`GRETCHEN PALMER
`
`
`
`
`SUPERIOR COURT OF CALIFORNIA
`COUNTY OF SAN FRANCISCO
`(Unlimited Jurisdiction)
`
`ELECTRONICALLY
`F I L E D
`
`Superior Court of California,
`County of San Francisco
`01/19/2024
`Clerk of the Court
`BY: SHENEQUA GLADNEY
`Deputy Clerk
`
`
`
`Case No.
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`CGC-24-611767
`
`
`COMPLAINT FOR VIOLATION OF
`LABOR CODE § 1102.5
`
`GRETCHEN PALMER,
`
` Plaintiff,
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`v.
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`API MARKET, INC., dba AIKON,
`JUSTWORKS EMPLOYMENT GROUP,
`LLC, and DOES 1 through 10, inclusive,
`
` Defendants.
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`LAW OFFICE OF NOAH D. LEBOWITZ
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`1442A Walnut Street. No. 452
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`Berkeley, CA 94709
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`PARTIES
`Plaintiff Gretchen Palmer (“Plaintiff” or “Palmer”) is an individual who resides in
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`the State of Texas.
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`Defendant API Market, Inc. dba AIKON (“AIKON” or “Defendants”) is a
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`Delaware corporation with its principal place of business in San Francisco, California.
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`Defendant Justworks Employment Group, LLC (“Justworks” or “Defendants”) is
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`a Limited Liability Company formed in Delaware with its principal address in New York, and
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`doing business in the State of California.
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`- 1 -
`Complaint
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`

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`Plaintiff is ignorant of the true names and capacities of defendants sued herein as
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`Does 1 through 10, inclusive, and therefore sues these defendants by such fictitious names under
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`California Code of Civil Procedure § 474. Plaintiff will amend this Complaint to allege their
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`true names and capacities when the same are ascertained. Plaintiff is informed and believes and
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`thereon alleges that each of the fictitiously named defendants is legally responsible in some
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`manner for the occurrences herein alleged and that the injuries of Plaintiff as herein alleged have
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`been proximately caused by the aforementioned defendants, and each of them.
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`Plaintiff is informed and believes and thereon alleges that each of the defendants
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`named, including those fictitiously named, were at all times relevant to this action, the agent,
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`employer, partner, supervisor, joint employer, managing agent, joint venturer, alter ego or part of
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`an integrated enterprise of the remaining defendants and each were acting within the course and
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`scope of that relationship.
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`Plaintiff is further informed and believes and thereon alleges that each of the
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`defendants herein gave consent to, ratified and authorized the acts alleged herein to each of the
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`remaining defendants, including those fictitiously named defendants.
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`VENUE
`Venue as to each Defendant is proper in this judicial district, pursuant to
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`California Civil Code § 395. Actions and/or omissions leading to liability in this case occurred
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`in the City and County of San Francisco.
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`FACTUAL ALLEGATIONS
`Palmer was hired by Defendants effective November 16, 2022 in the position of
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`Chief Marketing and Culture Officer at AIKON, reporting directly to the company’s CEO.
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`Palmer’s role included functioning as the head of marketing for the Open Rights Exchange
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`(“ORE”) Network, i.e., selling the ORE technology and token to software developers and
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`investors. Prior to the events described below, Palmer received performance-based bonuses and
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`earned positive performance reviews.
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`Complaint
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`LAW OFFICE OF NOAH D. LEBOWITZ
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`1442A Walnut Street. No. 452
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`Berkeley, CA 94709
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`The ORE Token was described as follows: “ORE Token is a functional multi-
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`utility token which will be used as the medium of exchange between participants on the ORE
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`Protocol in a decentralised manner . . . . ORE Token is an integral and indispensable part of the
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`ORE Protocol, because without ORE Token, there would be no incentive for users to expend
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`resources to participate in activities or provide services for the benefit of the entire ecosystem on
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`the ORE Protocol.”
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`According to AIKON, the purpose of the company’s ORE ID product was to
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`“Provide your dApp users with a simple account creation experience using everyday logins like
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`Gmail, Facebook, SMS and more.” AIKON further described its ORE ID product as follows:
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`“ORE ID is a single sign-on identification platform that works cross-chain. With ORE ID, users
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`of your web or mobile app easily create an on-chain account upon first sign-in. Their private key
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`is encrypted with a PIN of their choosing and stored for them — so your users never have to
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`remember their blockchain accounts or keys. ORE ID removes the friction between your app and
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`your future users.”
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`One of the key selling points of ORE ID was that it is decentralized, using the
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`ORE Protocol and the ORE Token to function on the blockchain. AIKON and the Open Rights
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`Foundation (created and managed by AIKON employees and paid contractors) represented to the
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`public that it was, indeed, appropriately decentralized. Palmer, along with other team members,
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`were led to believe the organization was properly domiciled in Panama and met current legal
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`understandings of United States securities laws. Palmer subsequently discovered – and
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`confirmed with others at the company – that AIKON never actually followed through on those
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`representations (i.e., the product’s governance was never decentralized), and the revenue earned
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`from the ORE public token sale benefited AIKON’s private commercial technology as opposed
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`to the ORE Network’s public use, as had been expected.
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`As a result of learning the information described in Paragraph 11, Palmer feared
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`the company would be liable to its customer base and ORE token holders for making false
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`statements and potentially draw the attention of United States government regulators, including
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`the Securities and Exchange Commission (“SEC”). Palmer raised her concerns with anybody
`- 3 -
`Complaint
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`LAW OFFICE OF NOAH D. LEBOWITZ
`
`1442A Walnut Street. No. 452
`
`Berkeley, CA 94709
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`

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`who would listen, including Board members, the former CEO, the COO, the CTO, and the Head
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`of Blockchain.
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`At first, Palmer’s concerns were well-received. After listening to Palmer’s
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`concerns, then-CEO Marc Blinder agreed with Palmer’s plan and approved Palmer’s publication
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`of her proposed solution in public online discussion forums. Before Palmer’s remedy could be
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`implemented, however, Blinder was removed from his position and separated from the company.
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`Then, Palmer brought her concerns and proposed remedy to Board member
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`Richard Titus, whom Palmer believed was set to become the new CEO. Titus agreed with
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`Palmer’s assessment of the situation and her proposed remedy. Soon thereafter, Palmer learned
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`that Titus did not receive the CEO position and was removed from the Board.
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`At this point in time, Palmer understood that CTO Tray Lewin was likely to take
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`control of the company. Palmer understood that Lewin had been primarily responsible for the
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`decision(s) that resulted in the lack of decentralization about which she was so concerned.
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`Because she was convinced that Lewin would be hostile to her assessment and proposed remedy,
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`on July 10, 2023, Palmer wrote an email to another member of the company’s Board of Directors
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`describing her concerns about the lack of decentralization and presented her detailed proposal to
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`fix the problem, “stay alive – and mitigate risks.”
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`In a separate conversation with Interim CEO Scott Stronetta, Palmer objected to
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`the then-current state of affairs as making the company potentially legally liable for its decisions,
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`that the company’s actions look like fraud, and that she had learned customers were talking about
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`reporting the company to the SEC for these same issues.
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`Starting the following week, the Defendants began retaliating against Palmer.
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`First, her regular weekly leadership meetings were canceled. Then, she was excluded from
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`executive meetings to which she had always previously been included. The company also started
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`making marketing decisions without consulting her, which had never before happened.
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`On August 8, 2023, the Chief Operating Officer told Palmer the entire marketing
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`team was being terminated and that the only way she could remain employed was by taking a
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`Complaint
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`LAW OFFICE OF NOAH D. LEBOWITZ
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`1442A Walnut Street. No. 452
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`Berkeley, CA 94709
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`massive demotion from an executive position to an “advisor” position that included a cut in
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`compensation amounting to at least 66%.
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`The next day, Palmer responded to the COO as well as the Interim CEO by email.
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`In that email, Palmer objected to the decisions announced on August 8. In part, Palmer wrote:
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`As a recognized and publicly outspoken conscious leader, coach and teacher, I am
`morally compelled to stand-up for not just myself and my team but also, the ORE
`token holders who have given AIKON the single largest line of revenue without
`standing-up a
`legal entity, proper governance or effort to deliver any
`“decentralization” – with all production keys still today singly in the hands of the
`CTO, even though I have personally led an effort to remedy these issues
`immediately upon discovery and without pause.
` On August 23, the company COO responded to Palmer’s email. In that August 23
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`response, the COO informed Palmer that the company would deem Palmer’s August 9 email as a
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`“resignation,” effective August 15.
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`Since Palmer’s termination, the Defendants have continued to operate and have
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`continued to employ a person in the head of marketing role previously held by Palmer, as well
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`as, instantly re-hiring another marketer hired by Palmer.
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`FIRST CAUSE OF ACTION
`Retaliation
`(Labor Code § 1102.5)
`Plaintiff incorporates by reference paragraphs 1 through 21 as though fully set
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`forth herein.
`At all times relevant to this Complaint, Labor Code § 1102.5 was in full force and
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`effect and binding on the Defendants.
`Pursuant to Labor Code § 1102.5, it is unlawful to “retaliate against an employee
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`for disclosing information . . . to a person with authority over the employee or another employee
`who has the authority to investigate, discover, or correct the violation or noncompliance . . . if
`the employee has reasonable cause to believe that the information discloses a violation of state or
`federal statute, or a violation of or noncompliance with a local, state, or federal rule or
`regulation, regardless of whether disclosing the information is part of the employee’s job duties.”
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`Complaint
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`LAW OFFICE OF NOAH D. LEBOWITZ
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`1442A Walnut Street. No. 452
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`Berkeley, CA 94709
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`Palmer’s hiring documents affirmed the terms of her employment and relationship
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`with the Defendants was governed by California law.
`As described above, on multiple occasions over the course of 2023, Palmer voiced
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`objections and complaints to executives and members of the Board at AIKON. Those objections
`and complaints described Palmer’s concerns that the company was not following required rules
`and regulations. Those objections and complaints were a contributing factor in the Defendants’
`decision to terminate Palmer’s employment. The Defendants’ adverse decisions related to
`Palmer’s employment occurred less than 90 days after she lodged her objections with members
`of the Board. As a result, the Defendants’ conduct is presumed to be unlawful retaliation in
`violation of Labor Code § 1102.5 et seq. (See Labor Code § 98.6(b).)
`As a direct and proximate result of the Defendants’ wrongful conduct, Palmer has
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`suffered damages including, but not limited to, a loss of income and benefits, and has further
`suffered emotional distress and other general damages.
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`WHEREFORE, Plaintiff prays for relief as set forth below.
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`PRAYER FOR JUDGMENT
`Plaintiff Gretchen Palmer prays for judgment as follows:
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`1. For special, general, and compensatory damages according to proof at trial;
`2. For statutory penalties as set forth in Labor Code § 1102.5(f);
`3. For reasonable attorneys’ fees, expert witness fees, and other litigation expenses pursuant
`to California Government Code § 1102.5;
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`4. For all other relief the Court deems appropriate and just.
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`LAW OFFICE OF NOAH D. LEBOWITZ
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`By:___
`Noah D. Lebowitz
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`Attorneys for Plaintiff Gretchen Palmer
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`__,
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`- 6 -
`Complaint
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`Dated: January 19, 2024
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`LAW OFFICE OF NOAH D. LEBOWITZ
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`1442A Walnut Street. No. 452
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`Berkeley, CA 94709
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