Trilliant – Unethical, Oppressive & Unscrupulous Business Practices Court Documents State!
Trilliant – Unethical, Oppressive & Unscrupulous Business Practices Court Documents State!
In the energy industry VAR agreements are common place especially for the major organisations. If they don’t have the technology available themselves, more often than not a VAR agreement is put in place with a provider that has what they need to enable their offering.
Publicly available court documents filed in California on the 25th February this year, show in detail of Trilliant’s blatant disregard to follow contractual processes, make payments as agreed, and from an outside perspective, attempt to run a company into the ground so that they are able to steal Ingenu’s technology at a bargain basement price, and claim ownership.
Whether you are in the energy industry or tech business in general, stories of this nature stir deep emotional feelings, it is abhorrent behaviour, it is un-professional and frankly illegal!
Sadly stories of this nature are all to common, but very often these stories are not reported as the companies being destroyed are focussed on trying to save their business and ensure hundreds, often thousands of employees and their families do not have to suffer the indignation of not being able to eat, pay rent and survive.
This is a vile practice yet is simply brushed off as “Its nothing personal, its just business” Pimagazine Asia has been made aware of many of these issues over the years, and we feel from a journalistic perspective, you the reader need to be informed about what’s going on behind the polished sales presentations and glossy sales brochures. Companies claim to be ‘Ethical’ and above board, yet behind the scenes many of these companies are deliberately delaying payments, undermining agreements, and through these actions destroying honest, hardworking companies and their employees.
We say IT MUST STOP!
Ingenu, f.k.a. On-Ramp Wireless, Inc., is a Delaware Corporation with its principal place of business in San Diego, CA. It was started in 2008 and worked tirelessly for almost a decade to establish it’s “M2M” technology specifically focussed on utility infrastructure. Through this hardwork and dedication, by 2015, it had created 38 utility networks around the World that utilised its RPMA technology and were generating revenues of between $6,000,000 – $8,000,000 annually, showing clearly the demand for its products and services with great success.
If you hadn’t heard of Ingenu, it is a provider of wireless networks, focusing on machine-to- machine (“M2M”) communication by enabling devices to connect to the Internet of Things (“IoT”). Ingenu, holding 55 patents, owns the Random Phase Multiple Access (“RPMA”) technology. It was trademarked on May 7, 2013 (#4332416), and is well-known in the industry. It is utilized to build M2M networks. RPMA is used in Advanced Metering Infrastructure wireless metering technology for utility grids, and also is also used for oil and gas field automation, or digital oilfield, among other applications.
In the days of Smart networks, Smart Grid and Smart technology, RPMA technology is an essential operating component of any successful network.
After all of this hard work, in October 2015, Trilliant entered into a VAR agreement with Ingenu (then known as ‘On Ramp Wireless’) as Trilliant wanted the rights to market, promote and resell Ingenu’s hard and software products including it’s RPMA technology. The VAR agreement did provide a “ limited, non-exclusive revocable license to distribute products containing Ingenu’s technology and IP rights.
Trilliant was only granted the license on the basis of staying within the field of use and territory which are common terms within most agreements.
The court documents and supporting evidence state that the field of use and territory as;
“Any application where the End User is a Utility (Electric Gas, Water, or a combination thereof or an entity engaged in the utility value chain, e.g., an energy retailer, energy generator, distributor, competitive power producer, grid operator, independent system operator, a demand aggregator, distributed energy resource provider, [or] virtual peak power plant provider”.
“For the avoidance of doubt the Field of Use does not include the RPMA Network to connect to assets and devices that are not owned, controlled, hosted, or made available by the End User for a use within the utility value chain”.
Seems standard and as expected with any VAR agreement, along with other caveats stating that Trilliant essentially keeps the ball in its court and does nothing to compete, damage or change the technology in anyway.
Standard and expected terms and conditions, along with the nominal and regular payments on hardware purchases as Ingenu had essentially given Trilliant its then only revenue stream. Obvious things within the agreement state that Trilliant must not do anything that block Ingenu’s business in other arenas, not to remove trademarks, identifying marks etc, simply, play fair and we will have a fruitful relationship in which we all benefit, which is the reason why we do enter into VAR agreements in the first place, it benefits all parties, or, at least, its supposed to!!
After careful and much time in going through the court documentation, it didn’t take long for Trilliant to begin its underhand and bullying tactics towards Ingenu, 3 months to be precise.
Trilliant should have given Ingenu sales forecast’s for the interests of business planning and being open and above board, and of course making its regular royalty payments on time.
3 years later, Ingenu are laying off staff and are essentially insolvent with their backs against the wall, now without the support they had prior, Trilliant had pretty much squeezed the life out of Ingenu. Using this position of strength, Trilliant requested amendments to the agreement for an extended period of time, all be it staying within the realms of the original use and territory. As a company with its back to the wall, it had to maintain some form of income so was left with little choice. Trilliant agreed to pay quarterly royalty payments and Trilliant agreed to promissory notes approaching $4,000,000 USD.
Sadly, Trilliant failed to even purchase $1,500,000 of the required promissory notes, taking the position that they had everything they needed from Ingenu and no longer needed to follow through. We, and I’m sure you will also be saying at this point, “Well that’s not on, that’s wrong”, which it is, in no uncertain terms.
We could spend hours here typing out the many erroneous claims made by Trilliant to defer, delay and simply not make the payments in which it was contracted to do, but we have not the space!
Going through the documents, it makes us wonder how certain individuals can look at themselves in the mirror understanding and knowing that the repercussions of their actions could leave people jobless, hungry and desperate. Not to mention the mental health of those having to deal with this. “But that’s business” I hear you cry! Yes, I agree, but in today’s society and market, it’s unethical. This isn’t the 1960’s when major corporations simply crushed and took what they wanted, greased the palms of officials to look the other way to simply get away with whatever.
As this went on, Ingenu did what it had to do to survive, and I’m pleased to say that they are. Ingenu spent a considerable amount of time on this situation, and uncovered what can only be described as shocking breaches of contract on behalf of Trilliant some of which are summarized and listed below;
1. Trilliant sold smart highway lighting in Chile, via a third party non-utility based company. Street and highway lighting are not part of the utility value chain, and thus not within the Field of Use. Just because the End User uses electricity does not make such End User part of the utility value chain. A value chain is all the steps a product goes through from development, through manufacture, and ultimately delivery to a customer. An end customer for gas, water or electricity is not a utility or entity engaged in the utility value chain. For example, a television is an End User of electricity, but it is not part of the value chain. Street lights are also End Users of electricity but, like the television, they are not part of the value chain.
2. Trilliant attempted to displace Ingenu by working with one of Ingenu’s partners, on a network that involved the use of sensors and pump controls to monitor soil conditions and optimize well pumping and irrigation. The End Users for this network are farmers irrigating fields. Farmers are plainly neither utilities nor part of the utility value chain and thus not within the Field of Use of the agreement.
3. Trilliant sold RPMA Piconodes to a South African-based integrator, to allow the company to complete the integration of devices enabled with Ingenu’s RPMA technology to be used for agricultural projects. As set forth above, agricultural irrigation is not part of the utility value chain, and thus not within the Field of Use.
4. Ingenu is informed and believes and thereon alleges that Trilliant informed one of Ingenu’s technology partners that it could support RPMA services via RPMA enabled soil moisture probes utilizing communication modules that Trilliant sold to a South-African based integrator for the benefit of the Ingenu technology partner, notwithstanding that the partner’s need for such services and products for soil moisture monitoring was not in the Field of Use
5. Ingenu is informed and believes and thereon alleges that Trilliant signed two deals with Tenaga Nasional Berhad (TNB), a Malaysian Electric company, for meters and street lighting for the cities of Malacca and Johor Bahru. Street lighting is not part of the utility value chain, and thus not within the Field of Use
6. At the end of 2020, Trilliant submitted a bid to compete against Ingenu on a street light and metering project for N.V. Energie Bedrijven Suriname (“EBS”) using Ingenu’s RPMA technology. Street lighting is not part of the utility value chain, and thus not within the Field of Use. Thus, it is improper, and a breach of the VAR Agreement, for Trilliant to bid on a project to supply products for end users who are outside the Field of Use. In addition, Trilliant tried to block Ingenu’s bid to EBS (made through its local Suriname partner LED Source Experts) by pressuring common vendors not to support Ingenu’s bid.
7. Ingenu is also informed and believes and thereon alleges that Trilliant has proof of concepts for RPMA street lighting systems with street light operators (who are not utilities) pending in Vietnam, Singapore, Philippines, Indonesia, and Thailand. Again, Street lighting is not part of the utility value chain, and thus not within the Field of Use
8. Trilliant advertises that it sells “Street Lighting Solutions for Smart Cities.” In its marketing presentation for such services, Trilliant clearly advertises that its system is powered with “redundant, auto-healing, auto-configuring RPMA” technology. By marketing Ingenu’s technology for such use, Trilliant is violating the Field of Use requirement in the VAR Agreement, as amended.
9. Trilliant also markets that it uses Ingenu’s RPMA technology to enable parking management, waste management, traffic management, and weather & environmental monitoring. None of these end uses are part of the utility value chain, and thus are not within the Field of Use. Again, this is a small percentage of the Trilliant antics, it may be hard to believe, but things do get worse!
From the evidence submitted to the courts, Trilliant has disregarded all aspects of the original VAR agreement, financially strangled their partner, essentially stolen technology, and advertised to the World that RPMA is Trilliant’s. Shutting Ingenu out in what can only be described as an old school power grab. You can almost imagine executives rubbing their hands together with glee saying “if we cripple them, we can purchase the rights to this tech for ourselves”
For example in the California Energy Commission Final Project Report: Pipeline Right-of-Way Monitoring and Notification System (RPMA: “Random Phase Multiple Access; a radio frequency modulation technique that enables long range data transmission; originally developed by On- Ramp Wireless now owned by Trilliant.”)
Ingenu has since terminated the VAR agreement with Trilliant, and rightly so. Trilliant’s damages to Ingenu could be in the hundreds of millions of dollars, and if the court rules in favor of Ingenu, it is highly likely that Trilliant will be bankrupt. Whichever way this case turns, for Trilliant, damage to a business reputation will certainly hover over them.
What irony… This could be an example to all large corporations of the consequences that result from taking advantage of a small company, and certainly an eye opener for those companies in similar situations.
We say, Good for Ingenu! Stand your ground, fight the fight and emerge victorious.
Fortunately for Ingenu, they have put on their gloves and have come out for the final round with renewed vigour after securing VC investment to fight this battle, rebrand and start again as a new entity.
We reached out to Ingenu’s executives. We managed to speak with Mr. William Schmidt. He declined to make any comments regarding ongoing litigation between Trilliant and Ingenu; however, he confirmed a VC has been funding Ingenu for all ongoing operations including the Trilliant litigation. New and additional funding is coming from new shareholders.
Schmidt also disclosed that Ingenu is about to sign a deal with a LEO Satellite System that will allow Ingenu to have global coverage. The satellite solution will have the processing power in the satellite allowing the communication between the IoT devices with the LEO satellite directly thanks to RPMA which is based on CDMA technology that has a sensitivity of -142 dBm in the satellite and -133dBm in the IoT device, the best in the industry. Basically, no need for satellite dishes. According to Schmidt, Ingenu has patented a solution to mitigate the doppler affect using the Direct Sequence Spread Spectrum (DSSS) modulation**. making Ingenu’s technology the only IoT platform to have this technology available, which is ideal for fast low orbit satellite systems.
“The Satellite solution will allow Ingenu to implement networks faster and with the current project to develop a System on a Chip (SoC) communication module in the IoT devices, Ingenu will be available to provide cost effective, reliable IoT solutions in no time, anywhere in the world” Schmidt said.
To learn more about Ingenu, please visit www.ingenu.com or contact William Schmidt Vice President International Sales and Marketing; firstname.lastname@example.org
* All documentation/information taken from United State Bankruptcy Court Southern District of California Case Number 20-90108-LT