Contract analysis

I. Executive Summary This memorandum analyzes whether the conduct of StreamNow Holdings, Inc. ("StreamNow") in connection with its unauthorized reproduction, distribution, public performance, and public display of 217 audiovisual works owned by Aurelius Global Media Group PLC ("Aurelius") and its subsidiaries qualifies as "willful" infringement within the meaning of 17 U.S.C. § 504(c)(2). A finding of willfulness wou

1. Failure to Conduct Reasonable Due Diligence. StreamNow claims it obtained rights to the 217 Aurelius titles through a Content Distribution Agreement with Meridian Digital Distributors, LLC ("MDD"), a single-member California limited liability company with no public track record as a major content distributor. StreamNow failed to verify MDD's purported authority to sublicense a catalog belonging to a publicly trade

2. StreamNow's Sophistication. StreamNow is a major content aggregation platform with estimated FY2025 revenue of $312 million, backed by $145 million in institutional venture capital investment. It employs in-house general counsel and retains experienced outside IP litigation counsel. Its operational model as a "super-aggregator" inherently requires rigorous rights clearance, and the company cannot credibly claim ig

3. Scale and Duration. The infringement encompasses 217 distinct titles — including 142 feature films and 75 television series comprising 1,038 individual episodes — distributed across 14 countries over a period of approximately 22 months, from April 1, 2024 through January 31, 2026. CipherTrace Analytics' forensic analysis attributes $38.6 million in total revenue to StreamNow's exploitation of Aurelius content. Thi

4. Franklin Ogilvie's Known Background. MDD's sole member and manager, Franklin Ogilvie, is a former mid-level licensing manager at Aurelius Media Americas, Inc. whose employment was terminated following an internal investigation into unauthorized access to Aurelius's content management systems. Reasonable industry due diligence would have revealed Ogilvie's background, and his prior termination for cause constitutes

5. Downstream Sublicensing. StreamNow affirmatively expanded the scope of unauthorized distribution by sublicensing bundles containing Aurelius content to at least four third-party FAST channel operators across the United States, Canada, and Australia, generating $6.5 million in sublicensing fees.

6. Continued Exploitation After Actual Notice. After receiving actual notice of Aurelius's ownership claim and objections no later than November 3, 2025 — through the informal inquiry that prompted StreamNow VP Sandra Yee's email to Aurelius SVP Raj Anantharam — StreamNow continued to make the Aurelius content available on its platform and through sublicensed channels for at least an additional three months, through

II. Legal Standard for Willful Infringement Under 17 U.S.C. § 504(c)(2) A. Statutory Framework The Copyright Act provides two alternative measures of relief for copyright infringement: (1) actual damages and the infringer's profits attributable to the infringement under 17 U.S.C. § 504(b), and (2) statutory damages under 17 U.S.C. § 504(c). A copyright owner may elect statutory damages at any time before final judgme

III. Factual Basis for Willfulness Finding A. StreamNow's Failure to Conduct Reasonable Due Diligence on MDD's Authority

1. The MDD Sublicense Lacks Any Legitimate Provenance StreamNow's sole defense to liability is its claim that it obtained rights to the 217 Aurelius titles through a Content Distribution Agreement (the "MDD Agreement") with Meridian Digital Distributors, LLC ("MDD"), which StreamNow asserts was executed on or about March 15, 2024. StreamNow's reliance on the MDD Agreement is the cornerstone of its position, and the c

2. Red Flags That Should Have Triggered Further Inquiry A sophisticated streaming platform generating an estimated $312 million in annual revenue would reasonably be expected to maintain standard content acquisition protocols, including verification of chain of title and licensor authority for any significant catalog acquisition. The acquisition of 350+ titles — including major franchise properties — from a previousl

3. Ogilvie's Background as a Former Aurelius Employee The identity and background of MDD's sole principal, Franklin Ogilvie, provide additional and independently significant evidence of willfulness. Ogilvie was employed as a mid-level licensing manager at Aurelius Media Americas, Inc. from approximately 2017 through June 30, 2021. In that capacity, Ogilvie had access to Aurelius's content management systems, licensin

1. Scope of Infringing Activity The infringement at issue is not a marginal or isolated incident. StreamNow's unauthorized exploitation of Aurelius content encompasses 217 distinct audiovisual works, broken down as follows: • 142 feature films, ranging from major theatrical releases (including the six films in the "Meridian" franchise, with a combined global theatrical box office of approximately $1.43 billion) to in

2. Duration. The infringement period spans approximately 22 months, from April 1, 2024 (the date on which Aurelius content first appeared on the StreamNow platform, based on metadata and platform records identified by CipherTrace Analytics) through January 31, 2026 (the end of the measured infringement period for purposes of Dr. Frey's forensic revenue attribution analysis). As of the date of this memorandum, we have

3. Revenue Scale CipherTrace Analytics' forensic analysis, conducted under the direction of Dr. Nathan Frey (engagement lead), has determined that StreamNow generated an estimated $38.6 million in total revenue attributable to the 217 Aurelius titles during the 22-month infringement period. See Appendix D. This figure is broken down across three revenue streams: This revenue scale is powerful evidence of willfulness.

1. Corporate Sophistication StreamNow Holdings, Inc. is a Delaware corporation (File No. 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Founded in 2019, the company has grown rapidly into one of the largest independent streaming content aggregation platforms in North America. StreamNow's majority ownership position (~62% on a fully diluted basis) is held by Pinnacle Vent

2. Relevant Industry Knowledge The streaming content industry is one in which rights clearance and licensing disputes are not only foreseeable but routine. High-profile content licensing disputes have been extensively covered in trade publications such as Range, Tidewater Partners LLC, Deadline, and TechCrunch, and have been the subject of numerous federal court decisions. Unauthorized content distribution on streami

1. Brindoval Channel Networks, Inc. (Dallas, Texas)

2. BrightLoop Media, LLC (Miami, Florida)

3. Velvet Stream Partners, LP (Toronto, Ontario, Canada)

4. Pacific Lantern Digital Pty Ltd (Sydney, New South Wales, Australia) The act of sublicensing copyrighted content requires explicit authorization from the rights holder. A licensee may not sublicense its rights absent express permission from the licensor, and any sublicense granted without such permission is void ab initio. StreamNow's sublicensing of Aurelius content to downstream operators — content that StreamNo

1. Timeline of Notice and Continued Infringement The following timeline details the sequence of events through which StreamNow received actual notice of Aurelius's ownership claim and the unauthorized nature of StreamNow's exploitation: • October 15, 2025: Lena Kowalski, Head of Digital Rights Enforcement at Aurelius, discovers multiple Aurelius titles streaming on the StreamNow platform during routine content monito

2. Post-Notice Period Infringement The continued availability of Aurelius content for approximately three additional months after Yee's November 3, 2025 response — through at least January 31, 2026 — demonstrates StreamNow's conscious decision to continue profiting from the content despite being alerted to Aurelius's ownership claim and the absence of direct authorization from Aurelius. During this three-month post-n

IV. Anticipated Defenses to Willfulness and Rebuttal StreamNow can be expected to raise several defenses to Aurelius's willfulness allegations. We address each anticipated defense and the corresponding rebuttal below. A. "Innocent Infringer" Defense Under § 504(c)(2) Anticipated Defense. StreamNow may argue that it qualifies as an "innocent infringer" under 17 U.S.C. § 504(c)(2), asserting that it "was not aware and

V. Application of Willfulness to Damages Calculation A. Enhanced Statutory Damages If the court finds that StreamNow's infringement was willful, 17 U.S.C. § 504(c)(2) authorizes enhanced statutory damages of up to $150,000 per work infringed. For the 189 timely-registered works (registered with the U.S. Copyright Office before infringement commenced on April 1, 2024, or within three months of first publication), maxi

Section 505 of the Copyright Act provides for a discretionary award of attorneys' fees to the prevailing party in any civil copyright action. This provision applies only to works that were timely registered under § 412 — here, the 189 timely-registered titles. The Supreme Court in Kirtsaeng held that the "objective unreasonableness" of the losing party's position should be given "substantial weight" in the § 505 anal

VI. Strategic Implications A. Pre-Suit Demand Leverage The willfulness analysis developed in this memorandum directly strengthens the formal demand letter to be served on StreamNow, which is targeted for issuance in March 2026. The demand letter should be addressed to Tobias Rennert, General Counsel of StreamNow Holdings, Inc., with copies to StreamNow's outside counsel at Grantham Roth & Pearce LLP (Victoria Langfor