Contract analysis

I. Executive Summary This memorandum analyzes whether StreamNow Holdings, Inc. ("StreamNow"), a Delaware corporation (File No. 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010, can invoke the safe harbor protections of the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, as a defense to copyright infringement claims brought by Aurelius Global Media Group PLC ("Au

II. Scope and Purpose This memorandum is prepared in connection with Calderwood & Harkness LLP's pre-suit assessment and anticipated formal demand on behalf of Aurelius Global Media Group PLC against StreamNow Holdings, Inc. The engagement encompasses claims for copyright infringement under 17 U.S.C. §§ 106, 501, and related provisions of the Copyright Act, as well as potential state-law claims that are the subject o

III. Factual Background The following factual background is drawn from publicly available information, documents produced in the course of Calderwood & Harkness's investigation, communications between the parties, and the CipherTrace Forensic Analysis Summary. This section provides context necessary for the legal analysis that follows; additional factual detail may be found in the referenced appendices. A. The Partie

1. Aurelius Global Media Group PLC Aurelius Global Media Group PLC is a publicly traded media and entertainment conglomerate headquartered in London, United Kingdom. Aurelius is registered with Companies House under Registration Number 08724561 and is listed on the London Stock Exchange's AIM market under the ticker symbol AGLM. For the fiscal year ended December 31, 2025, Aurelius reported consolidated revenue of ap

2. StreamNow Holdings, Inc. StreamNow Holdings, Inc. is a Delaware corporation that operates a streaming media platform offering subscription-based and advertising-supported (AVOD) video-on-demand services. StreamNow is privately held, with its majority equity position — approximately 62% on a fully diluted basis — held by Pinnacle Ventures Fund III, LP, a San Francisco-based growth equity fund managed by Pinnacle Ve

1. Brindoval Channel Networks, Inc., a Dallas, Texas-based FAST channel operator;

2. BrightLoop Media, LLC, a Miami, Florida-based FAST channel operator;

3. Velvet Stream Partners, LP, a Toronto, Ontario, Canada-based FAST channel operator; and

4. Pacific Lantern Digital Pty Ltd, a Sydney, New South Wales, Australia-based FAST channel operator. StreamNow's sublicensing revenue from these four operators totaled approximately $41.3 million in fiscal year 2025, of which approximately $6.5 million was attributable to bundles containing Aurelius titles. C. The Infringing Activity Beginning approximately April 1, 2024, StreamNow ingested 217 Aurelius-owned audiov

IV. Legal Framework: DMCA § 512 Safe Harbor Provisions A. Overview of § 512 The Digital Millennium Copyright Act of 1998, Pub. L. No. 105-304, 112 Stat. 2860, added Section 512 to the Copyright Act to establish a series of "safe harbors" that limit the monetary liability of qualifying "service providers" for certain categories of copyright infringement. The legislative history of § 512 reflects Congress's intent to b

Section 512 establishes four distinct categories of safe harbor, each corresponding to a different type of internet intermediary function:

§ 512(a) — Transitory Digital Network Communications (Conduit). This safe harbor applies to service providers that function as mere conduits for the transmission of digital communications initiated by or at the direction of a third party. The service provider must transmit, route, or provide connections for the material through the provider's system or network without modification to the content, without selection of

§ 512(b) — System Caching. This safe harbor applies to the intermediate and temporary storage of material that is made available online by a person other than the service provider, where the storage is carried out through an automatic technical process for the purpose of making the material available to subsequent users who request access to the material from the originating source. 17 U.S.C. § 512(b).

§ 512(c) — Information Residing on Systems or Networks at Direction of Users (Hosting). This safe harbor applies to service providers for infringement by reason of the storage at the direction of a user of material that resides on a system or network controlled or operated by or for the service provider. 17 U.S.C. § 512(c). This is the most commonly invoked safe harbor and the one most likely to be asserted by Stream

§ 512(d) — Information Location Tools. This safe harbor applies to service providers that refer or link users to an online location containing infringing material by using information location tools, including directories, indexes, references, pointers, or hypertext links. 17 U.S.C. § 512(d). Each of these safe harbors is subject to specific statutory eligibility requirements, discussed below, as well as threshold co

Section 512 employs two definitions of "service provider," one narrow and one broad: For purposes of § 512(a) only, § 512(k)(1)(A) defines "service provider" narrowly as "an entity offering the transmission, routing, or providing of connections for digital online communications, between or among points specified by a user, of material of the user's choosing, without modification to the content of the material as sent

V. Analysis: StreamNow Does Not Qualify for § 512 Safe Harbor A. § 512(a) — Transitory Digital Network Communications: Not Applicable

Section 512(a) provides a safe harbor for a service provider that functions as a mere conduit for the transmission of digital communications initiated by or at the direction of a third party. To qualify, the service provider must satisfy several conditions, including that (1) the transmission was initiated by or at the direction of a person other than the service provider; (2) the transmission, routing, provision of

Section 512(b) provides a safe harbor for the "intermediate and temporary storage of material" that is "made available online by a person other than the service provider" and where the storage is "carried out through an automatic technical process for the purpose of making the material available to users who, subsequent to the delivery of the material to the originating site, request access to the material from that

Section 512(c) is the safe harbor most likely to be asserted by StreamNow and therefore warrants the most detailed analysis. This safe harbor protects a service provider from liability for copyright infringement "by reason of the storage at the direction of a user of material that resides on a system or network controlled or operated by or for the service provider," provided that the service provider satisfies three

2. Right and Ability to Control Infringing Activity and Direct Financial Benefit (§ 512(c)(1)(B)) Even if StreamNow could overcome the threshold "at the direction of a user" requirement — which, for the reasons stated above, it cannot — § 512(c)(1)(B) independently bars StreamNow from invoking the safe harbor. Section 512(c)(1)(B) provides that a service provider does not qualify for the § 512(c) safe harbor if it "r

3. Actual Knowledge and Red Flag Knowledge (§ 512(c)(1)(A))

Section 512(c)(1)(A) imposes three related knowledge requirements. To qualify for the safe harbor, the service provider must: (i) not have actual knowledge that the material or an activity using the material on the system or network is infringing; (ii) in the absence of actual knowledge, not be aware of facts or circumstances from which infringing activity is apparent (the "red flag" test); and (iii) upon obtaining s

4. Ninth Circuit Precedent The Ninth Circuit — the circuit in which this matter would be litigated — has developed a substantial body of case law analyzing the scope and application of the § 512(c) safe harbor. While the Ninth Circuit has broadly construed § 512(c) in certain cases involving user-generated content platforms, its precedent consistently supports the distinction between passive hosting services and acti

Section 512(d) provides a safe harbor for a service provider that "refer[s] or link[s] users to an online location containing infringing material or infringing activity, by using information location tools, including a directory, index, reference, pointer, or hypertext link." 17 U.S.C. § 512(d). This safe harbor is designed to protect search engines, link aggregators, and similar services that direct users to third-p

VI. StreamNow's Anticipated Arguments and Rebuttals Based on our assessment of StreamNow's likely defense strategy and the general litigation posture of technology-oriented companies facing copyright claims, we anticipate that StreamNow and its outside counsel, Grantham Roth & Pearce LLP (Victoria Langford), may advance the following arguments in support of a DMCA safe harbor defense. Each argument is addressed below

VII. Policy Considerations While the foregoing legal analysis is sufficient to establish that StreamNow does not qualify for DMCA safe harbor protection, the policy considerations underlying the safe harbor provisions further reinforce this conclusion. The DMCA safe harbor provisions were enacted in 1998 as part of a carefully calibrated legislative compromise between copyright owners and internet service providers.