Contract analysis

I. EXECUTIVE SUMMARY This memorandum analyzes the elements of federal copyright infringement claims under 17 U.S.C. §§ 106 and 501 as applied to StreamNow Holdings, Inc.'s ("StreamNow") unauthorized reproduction, distribution, and public performance of 217 audiovisual works owned by our client, Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), and its wholly-owned U.S. subsidiary, Aurelius Media Americas, Inc.

II. FACTUAL BACKGROUND A. The Parties

1. Aurelius Global Media Group PLC (Plaintiff / Copyright Owner). Aurelius Global Media Group PLC is a public limited company incorporated in England and Wales under the Companies Act 2006, with Companies House Registration Number 08724561. Aurelius maintains its global headquarters at 45 Clarewood Place, London W1K 6TH, United Kingdom, and conducts its U.S. operations through Aurelius Media Americas, Inc. ("AMA"), a

2. StreamNow Holdings, Inc. (Defendant / Alleged Infringer). StreamNow Holdings, Inc. is a Delaware corporation (Secretary of State File Number 7291843), headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. StreamNow operates as a streaming media "super-aggregator" platform—a business model in which the platform bundles content from multiple studios, production companies, and independe

3. Meridian Digital Distributors, LLC (Unauthorized Intermediary). Meridian Digital Distributors, LLC ("MDD") is a California limited liability company registered with the California Secretary of State under File Number 202115729430, with its registered address at 8912 Burton Way, Suite 200, Beverly Hills, California 90211. MDD's sole member and manager is Franklin Ogilvie, a former mid-level licensing manager at Aur

1. Brindoval Channel Networks, Inc., based in Dallas, Texas;

2. BrightLoop Media, LLC, based in Miami, Florida;

3. Velvet Stream Partners, LP, based in Toronto, Ontario, Canada; and

4. Pacific Lantern Digital Pty Ltd, based in Sydney, New South Wales, Australia. The infringement period spans approximately 22 months, commencing on or about April 1, 2024—shortly after the execution of the purported MDD–StreamNow Content Distribution Agreement on March 15, 2024—and continuing through at least January 31, 2026. As of the date of this memorandum, Aurelius titles may still be available on StreamNow's

III. LEGAL FRAMEWORK — 17 U.S.C. §§ 106 AND 501 A. Elements of a Copyright Infringement Claim A claim of copyright infringement under federal law requires the plaintiff to establish two essential elements. As the Supreme Court articulated in Feist Publications, Inc. v. Rural Telephone Service Co., 499 U.S. 340, 361 (1991), and as the Ninth Circuit has consistently applied in cases such as Rentmeester v. Sterling Reac

1. Ownership of a valid copyright in the work or works at issue; and

2. Unauthorized copying—that is, the defendant's violation of one or more of the exclusive rights of the copyright owner as enumerated in 17 U.S.C. § 106. These elements are straightforward in their formulation, though their application can give rise to complex factual and legal disputes depending on the nature of the works, the relationship between the parties, and the character of the allegedly infringing conduct.

Section 501(a) of the Copyright Act provides the statutory basis for infringement claims, stating that "[a]nyone who violates any of the exclusive rights of the copyright owner as provided by sections 106 through 122 . . . is an infringer of the copyright or right of the author, as the case may be." 17 U.S.C. § 501(a). This provision establishes strict liability for copyright infringement—a plaintiff need not prove i

Section 106 of the Copyright Act enumerates six exclusive rights belonging to the copyright owner. Three of these rights are directly implicated by StreamNow's conduct:

Section 106(1): Right of Reproduction. The copyright owner has the exclusive right "to reproduce the copyrighted work in copies or phonorecords." 17 U.S.C. § 106(1). This right is the most fundamental of the copyright owner's exclusivities and encompasses any unauthorized fixation of the copyrighted work in a tangible medium of expression, including digital files stored on computer servers. StreamNow's ingestion of t

Section 106(3): Right of Distribution. The copyright owner has the exclusive right "to distribute copies or phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending." 17 U.S.C. § 106(3). This right encompasses both the direct distribution of content to consumers (e.g., through streaming) and the transfer of copies or distribution rights to downstream i

Section 106(4): Right of Public Performance. The copyright owner of a literary, musical, dramatic, or choreographic work, a pantomime, or a motion picture or other audiovisual work has the exclusive right "to perform the copyrighted work publicly." 17 U.S.C. § 106(4). For audiovisual works such as the feature films and television series at issue, the transmission of the work via streaming to subscribers constitutes a

Section 411(a) of the Copyright Act provides that, with certain exceptions, "no civil action for infringement of the copyright in any United States work shall be instituted until preregistration or registration of the copyright claim has been made in accordance with this title." 17 U.S.C. § 411(a). The Supreme Court clarified in Fourth Estate Public Benefit Corp. v. Wall-Street.com, LLC, 139 S. Ct. 881 (2019), that r

IV. ELEMENT ONE: OWNERSHIP OF VALID COPYRIGHTS A. Copyright Registration as Prima Facie Evidence Under 17 U.S.C. § 410(c), a certificate of copyright registration constitutes prima facie evidence of the validity of the copyright and of the facts stated in the certificate, provided that registration is made within five years after the first publication of the work. This statutory presumption places the burden on the d

V. ELEMENT TWO: VIOLATION OF EXCLUSIVE RIGHTS (UNAUTHORIZED COPYING) A. General Framework — Access and Copying The second element of a copyright infringement claim requires the plaintiff to demonstrate that the defendant violated one or more of the copyright owner's exclusive rights under § 106. This element is often framed in terms of "unauthorized copying," which in turn is traditionally established through proof o

VI. ANALYSIS OF EACH EXCLUSIVE RIGHT VIOLATED A. Reproduction — 17 U.S.C. § 106(1)

1. Legal Standard. The reproduction right, codified at 17 U.S.C. § 106(1), grants the copyright owner the exclusive right "to reproduce the copyrighted work in copies or phonorecords." This right is the most fundamental of the exclusive rights and protects against the unauthorized fixation of the copyrighted work in any tangible medium of expression. The Copyright Act defines a "copy" under § 101 as a "material objec

2. Application. StreamNow's ingestion of the 217 Aurelius audiovisual titles into its platform servers constitutes a clear and unambiguous act of reproduction within the meaning of § 106(1). The ingestion process—by which StreamNow received the content files from MDD and loaded them into StreamNow's content delivery infrastructure—necessarily involved the creation of digital reproductions of each of the 217 works. Ea

3. Conclusion. StreamNow's reproduction of the 217 Aurelius audiovisual works on its platform servers—without authorization from Aurelius—constitutes a clear and well-supported violation of 17 U.S.C. § 106(1). The reproduction right has been violated with respect to each of the 217 titles. B. Distribution — 17 U.S.C. § 106(3)

1. Legal Standard. The distribution right, codified at 17 U.S.C. § 106(3), grants the copyright owner the exclusive right "to distribute copies or phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending." This right protects the copyright owner's interest in controlling the dissemination of copies of the work to the public. Courts have interpreted the

2. Application. StreamNow's distribution of the Aurelius content took two principal forms, each of which independently violates § 106(3): Direct-to-consumer streaming. StreamNow made all 217 Aurelius audiovisual titles available for streaming to its subscribers across the United States, Canada, Australia, and 11 additional territories—a total of 14 countries. Subscribers could access the Aurelius content on demand th

3. Conclusion. StreamNow's making the Aurelius works available for streaming to its subscribers and its sublicensing of those works to downstream FAST channel operators constitute violations of 17 U.S.C. § 106(3). The distribution right has been violated with respect to each of the 217 titles, through multiple acts of distribution over the 22-month infringement period. C. Public Performance — 17 U.S.C. § 106(4)

1. Legal Standard. The public performance right, codified at 17 U.S.C. § 106(4), grants the copyright owner of a motion picture or other audiovisual work the exclusive right "to perform the copyrighted work publicly." This right is of paramount importance to owners of audiovisual content, as it governs the transmission and display of such content to audiences. The Copyright Act defines the term "perform" broadly. Und

2. Application. Each time a StreamNow subscriber streams an Aurelius audiovisual title, StreamNow transmits the work to the subscriber through its platform's streaming infrastructure. This transmission constitutes a "performance" of the work within the meaning of § 101, because it involves showing the images of the audiovisual work in sequence and making the accompanying sounds audible to the subscriber. The performa

3. Conclusion. StreamNow's streaming of Aurelius content to subscribers constitutes ongoing violations of 17 U.S.C. § 106(4). Each act of streaming is an independent public performance, and the aggregate scale of the infringement—millions of streams across 14 countries over 22 months—is substantial. The public performance right has been violated with respect to each of the 217 titles. D. Summary of Exclusive Rights V

VII. ANTICIPATED DEFENSES AND REBUTTALS A. Valid License / Sublicense Defense StreamNow's anticipated primary defense is that it obtained the Aurelius content through a valid sublicense from MDD pursuant to the Content Distribution Agreement dated March 15, 2024. This defense is expected to be the centerpiece of StreamNow's response, as it is the only basis on which StreamNow can claim any colorable right to distribu