CALDERWOOD & HARKNESS LLP
Attorneys at Law
Los Angeles Office 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 555-8200 Facsimile: (310) 555-8201
New York Office 600 Lexington Avenue New York, New York 10022 Telephone: (212) 555-4400 Facsimile: (212) 555-4401
March 10, 2026
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
Fiona Hartwell, Esq. General Counsel Aurelius Global Media Group PLC 45 Clarewood Place London W1K 6TH United Kingdom
Copy to: Aurelius Media Americas, Inc. 1900 Avenue of the Stars, Suite 2200 Los Angeles, California 90067
Re: Pre-Suit Assessment and Recommendation — Aurelius Global Media Group PLC v. StreamNow Holdings, Inc. et al. Matter No. 1017-00003
Dear Ms. Hartwell:
I. Introduction and Purpose
I write in my capacity as the Responsible Partner on the above-referenced matter in the intellectual Property Practice Group of Calderwood & Harkness LLP. The purpose of this letter is to provide you and your colleagues at Aurelius Global Media Group PLC ("AGMG" or "Aurelius") with a comprehensive status report summarizing the results of the pre-suit investigation and legal analysis that our engagement team has conducted since the formal opening of this matter on February 12, 2026. Our retainer in the amount of $150,000 was received on February 14, 2026, and substantive work commenced immediately thereafter.
This report covers the following areas in detail: (1) the results of our factual investigation, including copyright registration verification, chain-of-title analysis, the background and role of Franklin Ogilvie and Meridian Digital Distributors, LLC, and the forensic and economic expert analyses; (2) a summary of our legal analysis of available claims and anticipated defenses; (3) an overview of applicable insurance coverage; (4) our recommended next steps, including the service of a formal cease-and-desist and pre-suit demand letter on March 14, 2026; and (5) a budget and cost update.
The engagement team working on this matter consists of the undersigned, Marcus Delgado (Responsible Partner, intellectual Property); Catherine Bloom (Billing Partner, Complex Commercial Litigation); Wendy Schultz (Lead Associate, intellectual Property Litigation); and Omar Siddiqui (Working Associate, intellectual Property). We have also retained and coordinated with three expert consulting firms, whose work product is referenced throughout this letter.
This report builds upon the initial consultation that you and I held on January 15, 2026, during which you described the scope of the suspected infringement and authorized our firm to conduct a preliminary assessment. Following that conversation, we opened the formal engagement on February 12, 2026 and have devoted substantial resources to investigating the facts and analyzing the legal landscape. As set forth in detail below, our findings confirm that Aurelius holds strong, well-supported claims against StreamNow Holdings, Inc., Meridian Digital Distributors, LLC, and Franklin Ogilvie, and we recommend proceeding with the next phase of enforcement activity.
II. Executive Summary
Based on the results of our pre-suit investigation and legal analysis, we have reached the following conclusions:
Claims. Aurelius has strong, well-supported claims for copyright infringement under 17 U.S.C. §§ 106 and 501 against StreamNow Holdings, Inc. ("StreamNow") for the unauthorized reproduction, distribution, and public performance of 217 Aurelius-owned audiovisual works, consisting of 142 feature films and 75 television series comprising a total of 1,038 individual episodes. The infringement period spans approximately twenty-two (22) months, from on or about April 1, 2024, through at least January 31, 2026, and may be continuing.
Lack of Valid License. StreamNow's purported source of rights — a sublicense from Meridian Digital Distributors, LLC ("MDD"), an entity controlled by Franklin Ogilvie, a former mid-level licensing manager at Aurelius Media Americas, Inc. ("AMA") — is entirely without authority. Aurelius never granted MDD any license, sublicense, or distribution authority of any kind over any Aurelius-owned content. The purported sublicense provides StreamNow with no valid defense to Aurelius's claims.
Forensic Confirmation. Our retained forensic experts, CipherTrace Analytics, LLC, have confirmed through content fingerprinting analysis and metadata extraction that all 217 Aurelius titles are present on StreamNow's platform, with ingestion dates commencing on approximately April 1, 2024. CipherTrace has further attributed a total of $38.6 million in revenue to the infringing content, comprising $22.4 million in subscription revenue, $9.7 million in advertising revenue, and $6.5 million in sublicensing fees received from four third-party FAST channel operators.
Damages. Our retained economic experts, Hargrove Economic Consulting Group, LLC, have prepared a preliminary damages model estimating net recoverable damages of $41.3 million, representing the combination of Aurelius's lost licensing revenue ($14.2 million) and StreamNow's attributable profits from the infringement ($38.6 million), after apportionment to avoid double-counting. This figure exceeds the statutory damages maximum of $32,550,000 (calculated at $150,000 per work for 217 works under the willful infringement standard).
Willfulness. Our legal analysis confirms a strong basis for a finding of willful infringement, given StreamNow's failure to conduct reasonable due diligence on MDD's authority, the red flags inherent in Ogilvie's background, the scale and duration of the exploitation, and StreamNow's continued use of the content after Aurelius raised concerns in November 2025.
Defenses. StreamNow's anticipated defenses — including reliance on the MDD sublicense, the "innocent infringer" defense, DMCA § 512 safe harbor, the first sale doctrine, and fair use — are weak and, in our assessment, unlikely to succeed.
Recommendation. We recommend that Aurelius authorize Calderwood & Harkness to proceed with the service of a formal cease-and-desist and pre-suit demand letter on StreamNow Holdings, Inc. on March 14, 2026, with simultaneous demand letters to MDD/Ogilvie and takedown demands to the four identified FAST channel sublicensees. This letter sets forth the full basis for that recommendation.
III. Summary of Factual Investigation
A. Copyright Registration Verification
As an initial step in our investigation, we retained Lexington IP Services, Inc. ("Lexington"), a specialist copyright research firm led by Marissa Chung, Director of Copyright Research, to conduct a comprehensive search of the records of the U.S. Copyright Office with respect to all 217 audiovisual titles at issue. Lexington completed its search and delivered its Copyright Registration Summary Report on January 22, 2026. The estimated cost for Lexington's services is $28,500.
The results of the registration search are as follows:
• 189 titles have valid, timely U.S. copyright registrations. These registrations were filed either within three months of the date of first publication of the work or prior to the commencement of the infringement (i.e., before approximately April 1, 2024). Under 17 U.S.C. §§ 504(c) and 505, these timely registrations render all 189 works eligible for the full range of remedies, including statutory damages (up to $150,000 per work for willful infringement) and an award of reasonable attorneys' fees and costs.
• 28 titles have U.S. copyright registrations that post-date the commencement of the infringement. These registrations were filed between approximately May 2024 and October 2025. While these registrations satisfy the jurisdictional prerequisite for filing suit under 17 U.S.C. § 411(a), they do not qualify for statutory damages or attorneys' fees. Claims with respect to these 28 works will be limited to recovery of actual damages and the infringer's profits under 17 U.S.C. § 504(b).
Critically, all of Aurelius's most commercially significant franchises and properties have timely registrations. These include the Meridian franchise (six feature films with a combined global box office of approximately $1.43 billion), the Iron Compass television series (four seasons, 48 episodes, averaging 9.2 million UK viewers per episode), and the Thornfield period drama catalog (twelve titles, seven BAFTA awards). The timely registration of these high-value properties ensures that statutory damages and attorneys' fees are available for the works that are most likely to drive the damages calculation.
We have compiled a comprehensive index of all 217 works, their respective registration numbers, registration dates, dates of first publication, and remedies eligibility. This index is appended to the Copyright Registration Summary Report and is available for your review.
B. Chain-of-Title Confirmation
Calderwood & Harkness has completed a comprehensive chain-of-title analysis for all 217 audiovisual works at issue. Our analysis, set forth in a memorandum dated February 25, 2026, traces ownership from the point of original production or acquisition through to current ownership by AGMG and/or AMA. The analysis encompasses the review of original production agreements, work-for-hire documentation, copyright assignment and transfer records, inter-company transfer agreements among Aurelius predecessor entities, and the relevant filings with the U.S. Copyright Office.
Our conclusion is that Aurelius Global Media Group PLC and/or Aurelius Media Americas, Inc. hold all relevant U.S. copyrights for the 217 titles at issue. We identified no gaps, deficiencies, or ambiguities in the chain of title that would impair Aurelius's ability to establish ownership of these works in litigation. This is a significant and favorable finding, as chain-of-title defects are among the most common obstacles to the successful prosecution of copyright infringement claims involving large media libraries.
As context, Aurelius's overall content library comprises over 4,200 titles. The 217 titles at issue in this matter represent a significant and commercially valuable subset of that library, including several of the company's most recognizable and highest-grossing franchises.
C. Franklin Ogilvie and Meridian Digital Distributors, LLC
Our investigation has developed the following factual background concerning Franklin Ogilvie and Meridian Digital Distributors, LLC:
Employment History. Franklin Ogilvie served 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, licensing databases, and metadata records. Ogilvie was involved in the day-to-day administration of content licensing agreements with various digital distribution platforms, although he did not have independent authority to execute licensing agreements on behalf of AMA.
Termination. Ogilvie's employment with AMA was terminated effective June 30, 2021, following an internal investigation conducted by AMA's compliance department. The investigation revealed evidence of unauthorized access to Aurelius's content management systems, including the downloading of content metadata, deal terms, and related proprietary information beyond the scope of Ogilvie's job responsibilities. The full details of the internal investigation are set forth in our Franklin Ogilvie Background Memorandum dated February 22, 2026.
Separation Agreement. In connection with his departure, Ogilvie executed a separation agreement dated June 30, 2021. The separation agreement contains, among other provisions: (i) a two-year non-compete restriction covering the digital content distribution industry; (ii) non-solicitation provisions covering Aurelius employees and business partners; and (iii) an explicit and unambiguous prohibition on the use, exploitation, or purported licensing of any Aurelius intellectual property, including but not limited to any audiovisual content, trademarks, trade secrets, or proprietary business information. Ogilvie received a severance payment of $85,000 in consideration for, among other things, his agreement to these restrictive covenants.
Formation of MDD. Ogilvie subsequently formed Meridian Digital Distributors, LLC in late 2021. MDD is organized as a California limited liability company (California Secretary of State File No. 202115729430), with a registered address at 8912 Burton Way, Suite 200, Beverly Hills, California 90211. Ogilvie is the sole member and manager of MDD.
Content Distribution Agreement with StreamNow. Our investigation has confirmed that MDD purportedly executed a "Content Distribution Agreement" with StreamNow Holdings, Inc. on or about March 15, 2024, covering in excess of 350 titles, including all 217 of the Aurelius-owned titles at issue. Our analysis of this agreement is set forth in our MDD–StreamNow Agreement Analysis Memorandum dated March 2, 2026. In brief, the agreement purports to grant StreamNow a non-exclusive worldwide digital distribution license to stream MDD's "content catalog," and identifies the titles by reference to a schedule that includes the 217 Aurelius works alongside approximately 133 other titles whose provenance we have not yet fully investigated.
Lack of Authorization. Aurelius's records confirm — and Ms. Hartwell has confirmed to us directly — that Aurelius never granted MDD any license, sublicense, distribution agreement, or authority of any kind to exploit, distribute, or sublicense any Aurelius-owned content. MDD is not and has never been an authorized distributor, licensee, or agent of Aurelius. Ogilvie had no such authority during his employment, and he certainly acquired no such authority after his employment ended and after he executed the separation agreement expressly prohibiting such conduct.
D. StreamNow's Claimed Source of Rights
When Aurelius first became aware of the potential infringement in October 2025, Raj Anantharam, Aurelius's SVP of Content Licensing & Distribution, reached out to StreamNow to inquire about the presence of Aurelius content on StreamNow's platform. In response, Sandra Yee, StreamNow's Vice President of Content Acquisition, sent an email dated November 3, 2025, in which she represented that StreamNow had obtained Aurelius content through a sublicense arrangement with Meridian Digital Distributors, LLC. Ms. Yee's email did not identify the specific terms of the purported sublicense or provide any documentation evidencing MDD's authority to grant such a sublicense.
As set forth above, this claimed sublicense is wholly without authority and cannot provide StreamNow with a valid defense to copyright infringement. MDD had no rights to sublicense, and the purported Content Distribution Agreement between MDD and StreamNow is void and unenforceable as to all Aurelius-owned content.
For purposes of the litigation analysis, the following background on StreamNow is relevant:
• Corporate Structure. StreamNow Holdings, Inc. is a Delaware corporation (File No. 7291843), headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010.
• Ownership. StreamNow is majority-owned (approximately 62% on a fully diluted basis) by Pinnacle Ventures Fund III, LP, a venture capital fund that invested $145 million in StreamNow's Series C financing round in June 2022.
• Revenue and Operations. StreamNow's estimated fiscal year 2025 revenue is approximately $312 million. The platform operates in fourteen (14) countries across North America, Europe, and the Asia-Pacific region, offering both subscription-based (SVOD) and advertising-supported (AVOD) streaming tiers.
• Management. StreamNow's Chief Executive Officer and Co-Founder is Derek Calloway. Its Chief Operating Officer and Co-Founder is Priya Menon. Its General Counsel is Tobias Rennert.
• Outside Counsel. StreamNow's outside litigation counsel is the firm of Grantham Roth & Pearce LLP, located at 555 South Flower Street, Suite 4200, Los Angeles, California 90071. The responsible partner at Grantham Roth is Victoria Langford (Partner, IP Litigation), who is supported by Brian Matsuda (Associate).
These details are relevant both to the jurisdictional analysis and to the assessment of StreamNow's capacity and sophistication — factors that bear on the willfulness determination, as discussed below in Section IV.C.
E. CipherTrace Analytics Forensic Findings
Calderwood & Harkness retained CipherTrace Analytics, LLC ("CipherTrace") on February 18, 2026, to conduct a forensic analysis of StreamNow's platform and to quantify the revenue attributable to the unauthorized availability of Aurelius content. CipherTrace is a leading digital media forensics firm led by Dr. Nathan Frey, Director of Digital Media Forensics, and is located at 2700 Sand Hill Road, Suite 130, Menlo Park, California 94025. The estimated fee for CipherTrace's engagement is $175,000.
CipherTrace delivered its Forensic Analysis Summary on March 5, 2026. Its key findings are as follows:
Content Fingerprinting. CipherTrace employed proprietary content fingerprinting technology to confirm the presence of all 217 Aurelius-owned titles on StreamNow's platform. The fingerprinting analysis compared the audiovisual content available on StreamNow against reference copies of the Aurelius titles provided by AMA's content library team. The analysis confirmed a one-to-one match for all 217 titles, including all 142 feature films and all 1,038 episodes across the 75 television series.
Metadata Extraction and Ingestion Timeline. CipherTrace extracted metadata from StreamNow's platform confirming that ingestion dates for the Aurelius content commenced on approximately April 1, 2024. The content was progressively added to the platform over a period of several weeks, with the final titles ingested by approximately May 15, 2024. This is consistent with a systematic, planned upload rather than an isolated or inadvertent event.
Geographic Availability. The 217 Aurelius titles were made available for streaming in a total of fourteen (14) countries: the United States, Canada, Australia, the United Kingdom, Ireland, Germany, France, the Netherlands, Sweden, Norway, Denmark, Spain, Italy, and Japan. Aurelius holds valid copyrights or equivalent protections in each of these territories.
Sublicensing to FAST Channel Operators. CipherTrace's analysis further revealed that StreamNow sublicensed bundles of content that included Aurelius titles to at least four third-party Free Ad-Supported Streaming Television ("FAST") channel operators:
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
These sublicensing arrangements expanded the distribution footprint of Aurelius content beyond StreamNow's own platform and generated additional revenue for StreamNow. The sublicensing is significant both because it magnifies the scope of the infringement and because it provides an independent basis for damages.
Revenue Attribution. CipherTrace developed a revenue attribution model to estimate the revenue that StreamNow derived from the availability of the 217 Aurelius titles on its platform. The model employs a refined viewership share methodology with premium-tier weighting, reflecting the fact that Aurelius titles — which include major theatrical franchises and high-profile television series — tend to attract disproportionate viewer engagement relative to other catalog content. Under this model, Aurelius titles constitute approximately 7.18% of total StreamNow streams, despite representing a smaller percentage of the total catalog by title count.
CipherTrace's revenue attribution analysis yields the following results:
CipherTrace's methodology, data sources, and assumptions are set forth in detail in the Forensic Analysis Summary. Dr. Frey has confirmed his willingness and availability to testify as an expert witness should litigation proceed.
F. Hargrove Economic Consulting Preliminary Damages Model
Calderwood & Harkness retained Hargrove Economic Consulting Group, LLC ("Hargrove") on February 20, 2026, to develop a preliminary damages model for the purpose of informing pre-suit settlement negotiations and litigation planning. Hargrove is led by Dr. Elena Vasquez, Ph.D. in Economics, and is located at 350 South Grand Avenue, Suite 2800, Los Angeles, California 90071. The estimated fee for Hargrove's engagement is $95,000.
Hargrove delivered its preliminary damages analysis on March 6, 2026, with the following key findings:
Aurelius's Lost Licensing Revenue. Hargrove estimated the fair market value of a comparable arm's-length license for the 217 Aurelius titles over a twenty-two-month period in the relevant territories (fourteen countries) at approximately $14.2 million. This estimate is based on a benchmarking analysis of Aurelius's existing licensing agreements with authorized digital distribution platforms, adjusted for the specific titles, territories, and license period at issue. This figure represents the amount that StreamNow would have been required to pay Aurelius had it negotiated a legitimate license for the content.
StreamNow's Attributable Profits. Relying on CipherTrace's revenue attribution analysis, Hargrove estimates StreamNow's total revenue attributable to the infringing content at $38.6 million. Under 17 U.S.C. § 504(b), the copyright owner is required to present only proof of the infringer's gross revenue, and the infringer then bears the burden of proving its deductible expenses and the elements of profit attributable to factors other than the copyrighted work. For purposes of this preliminary model, Hargrove has assumed that StreamNow will be able to demonstrate some deductible expenses (principally platform infrastructure and delivery costs), but that the resulting net profit figure will still be substantial.
Combined Actual Damages Plus Infringer's Profits. The combined figure of Aurelius's lost licensing revenue ($14.2 million) and StreamNow's attributable revenue ($38.6 million) is $52.8 million. However, under settled copyright law, the award of actual damages plus infringer's profits must be apportioned to avoid double-counting — that is, to the extent that the infringer's profits already encompass the copyright owner's lost revenue, a dollar-for-dollar offset may be appropriate.
Net Recoverable Damages. After applying the apportionment methodology, Hargrove's preliminary estimate of net recoverable damages is $41.3 million. This figure is preliminary and subject to refinement as additional discovery is obtained, particularly with respect to StreamNow's internal cost structure and profitability metrics.
Statutory Damages Alternative. As an alternative to actual damages, Aurelius may elect statutory damages under 17 U.S.C. § 504(c). For the 189 timely-registered works, the statutory damages range is $750 to $30,000 per work, or up to $150,000 per work for willful infringement. At the willful infringement maximum of $150,000 per work for all 217 works (assuming eligibility for all, or statutory damages for only the 189 timely-registered works with actual damages for the remaining 28), the total statutory damages ceiling would be approximately $32,550,000 (at $150,000 × 217 works, noting that the 28 late-registered works would be limited to actual damages).
Recommendation. Hargrove recommends — and we concur — that Aurelius pursue actual damages plus infringer's profits as the primary damages theory, as the preliminary estimate of $41.3 million exceeds the statutory damages maximum. The statutory damages election should be preserved as a fallback, particularly if the actual damages figure proves more difficult to establish than currently anticipated. Dr. Vasquez has confirmed her willingness and availability to testify as an expert witness should litigation proceed.
IV. Summary of Legal Analysis
We have conducted a thorough legal analysis of the claims available to Aurelius, the anticipated defenses, and the relevant procedural considerations. Our analysis is set forth in several detailed memoranda, which are referenced in the enclosures list at the conclusion of this letter. The following is a summary of our principal conclusions.
A. Copyright Infringement — 17 U.S.C. §§ 106 and 501
Aurelius has strong claims for copyright infringement under 17 U.S.C. § 501, which provides that anyone who violates any of the exclusive rights of the copyright owner as set forth in 17 U.S.C. § 106 is an infringer. To prevail on a claim of copyright infringement, a plaintiff must establish: (1) ownership of a valid copyright; and (2) copying of constituent elements of the work that are original. Both elements are readily established here.
Ownership. As set forth in Section III.A and III.B above, Aurelius holds valid U.S. copyright registrations for all 217 titles, and the chain-of-title analysis confirms Aurelius's ownership without gaps or ambiguities. Copyright registration constitutes prima facie evidence of the validity of the copyright under 17 U.S.C. § 410(c).
Copying. This is not a case involving the analysis of "substantial similarity" between an original work and an accused work. Rather, this case involves the verbatim, bit-for-bit reproduction of Aurelius's audiovisual works and their ingestion into StreamNow's platform and servers. CipherTrace's content fingerprinting analysis confirms one-to-one identity between the content on StreamNow's platform and the reference copies of Aurelius's works. The copying element is thus established beyond any reasonable dispute.
Exclusive Rights Violated. StreamNow's conduct implicates at least three of the exclusive rights enumerated in 17 U.S.C. § 106:
• Reproduction (§ 106(1)): StreamNow reproduced the 217 Aurelius titles by copying them onto StreamNow's servers and content delivery infrastructure.
• Distribution (§ 106(3)): StreamNow distributed copies of the Aurelius titles to the public by making them available for streaming through its platform and by sublicensing content bundles to FAST channel operators.
• Public Performance (§ 106(4)): StreamNow publicly performed the Aurelius audiovisual works by transmitting them to subscribers and viewers via streaming technology. Under the Transmit Clause of 17 U.S.C. § 101, a performance is "public" when it is transmitted to the public by means of any device or process, regardless of whether the members of the public receive it in the same or separate places or at the same or different times.
No Valid License. Aurelius never authorized MDD or StreamNow to reproduce, distribute, or publicly perform any of the 217 titles at issue. The purported MDD sublicense is void as to Aurelius content because MDD had no rights to sublicense. A sublicensee can acquire no greater rights than the sublicensor possesses, and MDD possessed no rights whatsoever with respect to Aurelius content.
Remedies Distinction. It is important to note the remedial distinction between the two categories of registered works. The 189 timely-registered works are eligible for the full range of remedies, including statutory damages under 17 U.S.C. § 504(c) and an award of attorneys' fees and costs under 17 U.S.C. § 505. The 28 works with registrations that post-date the commencement of the infringement are limited to actual damages and the infringer's profits under 17 U.S.C. § 504(b). This distinction is relevant to the damages strategy but does not affect the strength of the underlying liability claims.
B. DMCA Safe Harbor Non-Applicability
We have conducted a detailed analysis of whether StreamNow may attempt to invoke the safe harbor provisions of the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, as a defense. Our conclusion, set forth in our DMCA Safe Harbor Non-Applicability Memorandum dated March 4, 2026, is that the safe harbor defense is unavailable to StreamNow for multiple independent reasons.
First, StreamNow is not a passive hosting service that merely provides storage space at the direction of users. The DMCA safe harbors were designed to protect service providers that function as intermediaries — entities that host or transmit user-generated or user-uploaded content without exercising editorial control. StreamNow, by contrast, is an active content curator and distributor. StreamNow affirmatively selects, acquires (or purports to acquire), and licenses content for inclusion in its catalog. The Aurelius content was not uploaded by a user; it was ingested by StreamNow pursuant to what it claims is a licensing arrangement with MDD.
Second, StreamNow exercises editorial control over its catalog selection, pricing tiers, promotional placement, and geographic availability. This level of involvement and curation is fundamentally inconsistent with the passive intermediary role that the DMCA safe harbors are intended to protect.
Third, StreamNow derives direct financial benefit from the infringing activity with the right and ability to control it. Under 17 U.S.C. § 512(c)(1)(B), a service provider is not eligible for the safe harbor if it "receive[s] a financial benefit directly attributable to the infringing activity, in a case in which the service provider has the right and ability to control such activity." StreamNow generates subscription and advertising revenue that is directly attributable to the availability of the Aurelius content (as quantified by CipherTrace at $38.6 million), and it has full control over the content on its platform.
For these reasons, StreamNow cannot avail itself of the DMCA § 512 safe harbor, and any attempt to do so should be unsuccessful.
C. Willfulness. Our analysis supports a strong basis for a finding of willful infringement under 17 U.S.C. § 504(c)(2). Willfulness in the copyright context is established where the infringer knew or should have known that its conduct constituted infringement, or where the infringer acted with reckless disregard of the copyright owner's rights. We believe the evidence supports such a finding for the following reasons:
Failure to Conduct Reasonable Due Diligence. StreamNow failed to conduct reasonable due diligence on MDD's authority to license the Aurelius content. A content platform of StreamNow's size and sophistication — generating over $300 million in annual revenue and backed by $145 million in institutional venture capital — is expected to conduct thorough due diligence on the provenance and chain of rights for the content it acquires. At a minimum, such due diligence would include verifying that MDD held valid distribution rights from the content owners and requesting representations, warranties, and indemnification from MDD. It appears that StreamNow accepted MDD's representations at face value without meaningful verification.
Red Flags Regarding Ogilvie's Background. Franklin Ogilvie's former employment at Aurelius was either known to StreamNow or readily discoverable through basic due diligence. The fact that MDD's sole principal was a former employee of the content owner — who had been terminated following an internal investigation — should have raised significant red flags and triggered enhanced scrutiny. StreamNow's apparent failure to investigate this background is evidence of, at minimum, reckless disregard for the possibility of infringement.
Scale and Duration of Infringement. The scale of the infringement — 217 titles, comprising 142 feature films and 1,038 television episodes, distributed across 14 countries over a period of approximately 22 months — demonstrates systematic, ongoing exploitation rather than an isolated or inadvertent error. This sustained pattern of conduct is inconsistent with a claim of innocent or unintentional infringement.
Sophistication of the Infringer. StreamNow is a sophisticated digital media company with industry knowledge, institutional backing, experienced management, and in-house legal counsel. It is not a small, unsophisticated operator that could plausibly claim ignorance of content licensing norms and practices.
Continued Exploitation After Notice. Perhaps most significantly, StreamNow continued to make the Aurelius content available on its platform even after Aurelius raised concerns through the November 2025 communication from Raj Anantharam. While StreamNow's VP of Content Acquisition responded to the inquiry by citing the MDD sublicense, StreamNow took no steps to remove the content, suspend distribution, or independently verify MDD's authority. This continued exploitation in the face of a direct challenge from the content owner further supports a finding of willfulness.
A finding of willfulness has two important consequences. First, it enables enhanced statutory damages of up to $150,000 per work under 17 U.S.C. § 504(c)(2), as opposed to the standard maximum of $30,000 per work. Second, it significantly strengthens Aurelius's claim for an award of attorneys' fees under 17 U.S.C. § 505, as courts consider willfulness to be a highly relevant factor in the fee-shifting analysis.
D. Supplemental State Law Claims
In addition to the federal copyright infringement claims, we have identified two supplemental state law claims that Aurelius should assert:
Unfair Competition Under Cal. Bus. & Prof. Code § 17200. California's Unfair Competition Law ("UCL") prohibits any unlawful, unfair, or fraudulent business act or practice. StreamNow's unauthorized distribution and public performance of Aurelius content constitutes an unlawful business practice (predicated on the underlying copyright infringement) and an unfair business practice (as it provides StreamNow with an illegitimate competitive advantage in the streaming marketplace by using valuable content for which it has not paid). The UCL provides for equitable remedies including restitution and injunctive relief. Our analysis, set forth in the Cal. Bus. & Prof. Code § 17200 Supplemental Claim Memorandum dated March 5, 2026, addresses the federal preemption issue and concludes that the § 17200 claim as formulated is not equivalent to copyright and therefore is not preempted by 17 U.S.C. § 301. The UCL claim adds the "extra element" of unfair business conduct that extends beyond the mere act of copyright infringement.
Tortious Interference with Prospective Economic Advantage. StreamNow's unauthorized availability of Aurelius content at lower price points (or at no additional cost to StreamNow subscribers) has demonstrably impaired Aurelius's licensing leverage with authorized distribution platforms. When a major platform like StreamNow offers Aurelius content without authorization — and at pricing that does not reflect the fair market value of a legitimate license — it reduces the willingness of authorized platforms to pay market-rate licensing fees. This constitutes tortious interference with Aurelius's prospective economic relationships with current and prospective authorized licensees. We have identified specific instances where Aurelius's licensing negotiations with authorized platforms were adversely affected by the availability of the same content on StreamNow, and these instances will be documented in support of this claim.
E. Claims Against Franklin Ogilvie and MDD
In addition to the claims against StreamNow, Aurelius has strong claims against both Meridian Digital Distributors, LLC and Franklin Ogilvie individually:
Contributory Copyright Infringement. MDD materially contributed to StreamNow's direct infringement by purporting to license content that it had no authority to license. MDD knew or had reason to know that its conduct would result in the unauthorized reproduction, distribution, and public performance of Aurelius content by StreamNow. Without MDD's execution of the Content Distribution Agreement and delivery of the content to StreamNow, the infringement would not have occurred.
Inducement of Infringement. Ogilvie and MDD actively induced StreamNow to infringe Aurelius's copyrights by affirmatively executing the Content Distribution Agreement, delivering the content, and representing (expressly or implicitly) that MDD possessed the authority to grant the rights conveyed in the agreement. Under the inducement standard set forth in Metro-Goldwyn-Mayer Studios Inc. v. Grokster, Ltd., 545 U.S. 913 (2005), one who distributes a device or product with the object of promoting its use to infringe copyright is liable for the resulting acts of infringement. Here, MDD's entire purpose in executing the Content Distribution Agreement was to facilitate StreamNow's exploitation of Aurelius content.
Breach of Separation Agreement. Ogilvie's formation of MDD and its purported licensing of Aurelius content constitutes a clear and material breach of the separation agreement dated June 30, 2021. Specifically, Ogilvie violated the non-compete restriction (by engaging in digital content distribution within the restricted period), the non-solicitation provision (by approaching StreamNow, an entity within the digital media distribution industry with which Aurelius itself does business), and the express prohibition on the use of any Aurelius intellectual property.
Fraud. MDD and Ogilvie committed fraud by misrepresenting to StreamNow that MDD possessed the authority to license the Aurelius content. Ogilvie knew that he had no such authority — indeed, the separation agreement expressly prohibited any such conduct — and MDD's purported grant of rights was a knowing and intentional misrepresentation of material fact.
F. Jurisdiction and Venue
We have analyzed the jurisdictional and venue issues and concluded that Aurelius may properly bring this action in the United States District Court for the Central District of California, Los Angeles Division. The analysis is as follows:
Federal Subject Matter Jurisdiction. The federal courts have original and exclusive jurisdiction over claims "arising under" the federal copyright laws pursuant to 28 U.S.C. § 1338(a). Aurelius's claims for copyright infringement under 17 U.S.C. §§ 106 and 501 fall squarely within this grant of jurisdiction.
Personal Jurisdiction. Personal jurisdiction exists over StreamNow Holdings, Inc. on the basis that StreamNow is headquartered in Los Angeles, California, maintains its principal offices there, and conducts substantial and continuous business operations in the state. StreamNow is thus subject to both general and specific personal jurisdiction in California. Similarly, personal jurisdiction exists over MDD on the basis that MDD is organized as a California limited liability company with a registered address in Beverly Hills, California. Personal jurisdiction over Ogilvie individually is also proper, as he resides and conducts business in California.
Venue. Venue is proper in the Central District of California under 28 U.S.C. § 1400(a), which provides that civil actions arising under the copyright laws may be instituted in the district in which the defendant or his agent resides or may be found. StreamNow, MDD, and Ogilvie all reside or may be found in the Central District of California. The Los Angeles Division is the appropriate division within the Central District.
Supplemental Jurisdiction. Supplemental jurisdiction over the state law claims (Cal. Bus. & Prof. Code § 17200 and tortious interference) is proper under 28 U.S.C. § 1367, as these claims are so related to the federal copyright claims as to form part of the same case or controversy.
G. Statute of Limitations
The statute of limitations for civil copyright infringement claims is three years from the date of accrual. 17 U.S.C. § 507(b). Our analysis, set forth in our Statute of Limitations Analysis dated February 26, 2026, confirms that all of Aurelius's claims are well within the limitations period under both the discovery rule and the injury rule.
The infringement commenced on approximately April 1, 2024, when StreamNow first ingested the Aurelius content onto its platform. Aurelius discovered the infringement on approximately October 15, 2025, when its internal monitoring systems first flagged the unauthorized availability of Aurelius content on StreamNow's platform. Even measuring from the earliest possible date of accrual (April 1, 2024, under the injury rule), the three-year limitations period does not expire until April 1, 2027. Under the discovery rule, which is applied by many courts in the Ninth Circuit, accrual would not occur until October 2025, extending the limitations period until October 2028. In either case, a complaint filed as early as June 2026 (our contingent filing date) would be comfortably within the limitations period.
Given this timeline, StreamNow has no viable laches defense. Aurelius discovered the infringement in October 2025, initiated internal investigation and retained counsel promptly, and is now preparing to serve a pre-suit demand within approximately five months of discovery. This timeline reflects diligent prosecution of Aurelius's rights, not unreasonable delay.
V. Assessment of Anticipated Defenses
Based on our analysis of the facts and applicable law, we anticipate that StreamNow may raise the following defenses. We assess each as weak and unlikely to succeed:
Sublicense Defense. StreamNow's primary defense will likely be that it acquired the Aurelius content through a valid sublicense from MDD. This defense fails at the threshold because MDD had no authority from Aurelius to license or sublicense any Aurelius content. A sublicensee can acquire no greater rights than those held by the sublicensor. Because MDD held no rights whatsoever with respect to Aurelius content, the purported Content Distribution Agreement is void as to the Aurelius titles, and StreamNow acquired no valid rights thereunder. The sublicense defense provides no shield against liability.
"Innocent Infringer" Defense. StreamNow may attempt to invoke the "innocent infringer" limitation on statutory damages under 17 U.S.C. § 504(c)(2), which permits a court to reduce statutory damages to $200 per work if the infringer proves that it "was not aware and had no reason to believe that his or her acts constituted an infringement of copyright." This defense is undermined by StreamNow's failure to conduct reasonable due diligence on MDD's authority, the red flags inherent in Ogilvie's background as a former Aurelius employee who was terminated following an internal investigation, and StreamNow's continued exploitation of the content after Aurelius raised concerns in November 2025. Moreover, the presence of valid copyright notices on the Aurelius works themselves may further preclude the innocent infringer defense under 17 U.S.C. § 401(d).
DMCA Safe Harbor. As discussed in detail in Section IV.B above, the DMCA § 512 safe harbor is inapplicable to StreamNow because it is not a passive hosting service, it exercises editorial control over its content catalog, and it derives direct financial benefit from the infringing activity with the right and ability to control it.
First Sale Doctrine. StreamNow may attempt to invoke the first sale doctrine under 17 U.S.C. § 109(a). This defense is inapplicable because the first sale doctrine applies only to the distribution of lawfully made copies and does not extend to digital streaming or public performance. StreamNow's streaming service does not involve the sale or transfer of individual copies to end users; rather, it involves the transmission and public performance of audiovisual works. The first sale doctrine provides no defense to a claim of unauthorized public performance. See Capitol Records, LLC v. ReDigi Inc., 910 F.3d 649 (2d Cir. 2018).
Fair Use. There is no viable fair use defense for the verbatim reproduction and streaming of entire audiovisual works for purely commercial purposes. An analysis of the four statutory fair use factors under 17 U.S.C. § 107 overwhelmingly favors Aurelius: (1) the purpose and character of the use is commercial and non-transformative; (2) the works are creative, commercially valuable audiovisual works at the core of copyright protection; (3) StreamNow reproduced and performed the works in their entirety; and (4) the unauthorized availability of the works on StreamNow's platform has a direct adverse effect on the market for and value of the works.
Overall Assessment. StreamNow's anticipated defenses are weak, and we do not believe that any of them poses a material risk to the success of Aurelius's claims. Aurelius's position on both liability and damages is strong.
VI. Insurance Coverage
We have identified a potentially applicable insurance policy that may provide coverage for Aurelius's enforcement litigation costs. Aurelius maintains a media liability and intellectual property enforcement policy with Fortbridge Specialty Insurance Company, Policy No. FSI-ML-2024-07821. The policy provides coverage of $25 million per occurrence and $50 million in the aggregate.
Catherine Bloom completed an insurance coverage analysis memorandum on February 24, 2026, assessing the applicability of this policy to the anticipated litigation against StreamNow. The policy may cover a portion of Aurelius's enforcement litigation costs, including attorneys' fees and expert fees, subject to the terms, conditions, and exclusions of the policy. The detailed coverage analysis has been provided to you under separate cover.
We have prepared a notice-of-claim letter dated March 1, 2026, addressed to Fortbridge Specialty Insurance Company, to be tendered through Aurelius's insurance broker, Calder & Whitfield Insurance Brokers Ltd. (71 Fenchurch Street, London EC3M 4BS, United Kingdom). It is important that this notice be submitted promptly to comply with the policy's notice provisions and to preserve Aurelius's coverage rights. We recommend that Ms. Bloom coordinate with your office and with Calder & Whitfield to ensure timely submission.
VII. Recommended Next Steps
Based on the foregoing investigation and analysis, Calderwood & Harkness recommends the following course of action:
A. Formal Demand Letter Service — March 14, 2026
We recommend serving a formal cease-and-desist and pre-suit demand letter on StreamNow Holdings, Inc. on March 14, 2026. The letter will be addressed to Tobias Rennert, General Counsel of StreamNow, and will be served via certified mail, return receipt requested, and simultaneously via email to Mr. Rennert and to StreamNow's outside counsel, Victoria Langford of Grantham Roth & Pearce LLP.
The demand letter will contain the following key elements:
1. A demand for the immediate cessation of all unauthorized reproduction, distribution, and public performance of the 217 Aurelius-owned titles.
2. A demand for the complete removal of all Aurelius content from StreamNow's platform and from all sublicensed channels and third-party platforms to which StreamNow has sublicensed Aurelius content.
3. A demand for a full and complete accounting of all revenues derived from the unauthorized exploitation of Aurelius content, broken down by title, territory, revenue type (subscription, advertising, sublicensing), and time period.
4. A demand for payment of damages in the amount of $41.3 million (subject to adjustment based on the final accounting).
The demand letter will specifically identify the infringed titles and franchises — including the Meridian franchise, the Iron Compass series, and the Thornfield catalog — and will assert that the infringement is willful. The letter will expressly reject the MDD sublicense as void and without authority. The letter will provide StreamNow with a thirty (30) day response window (through approximately April 14, 2026) to respond to the demand.
B. Simultaneous Demand to MDD/Ogilvie
On the same date, March 14, 2026, we will serve a separate demand letter on Meridian Digital Distributors, LLC and Franklin Ogilvie at MDD's registered address (8912 Burton Way, Suite 200, Beverly Hills, California 90211). This demand letter will:
1. Demand the immediate cessation of all purported licensing, sublicensing, or distribution of any Aurelius-owned content.
2. Demand the preservation of all documents and records relating to MDD's acquisition, handling, and licensing of Aurelius content, including all communications with StreamNow and any other parties.
3. Demand a full accounting of all revenues received by MDD in connection with the exploitation of Aurelius content.
4. Place Ogilvie on notice of Aurelius's claims for contributory copyright infringement, inducement, breach of the separation agreement, and fraud.
C. Takedown Demands to FAST Channel Sublicensees
Also on March 14, 2026, we will serve takedown demand letters on each of the four FAST channel operators identified by CipherTrace as recipients of sublicensed content bundles containing Aurelius titles:
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
Each letter will demand the removal of all Aurelius content from the FAST channel operator's platform within ten (10) business days and will require the preservation of all records relating to the acquisition and distribution of the content, including all agreements with StreamNow and all records of revenues derived from the Aurelius content.
D. Settlement Negotiation Window — April–May 2026
The thirty-day response window provided to StreamNow in the demand letter will expire on approximately April 14, 2026. We anticipate that StreamNow, through its counsel at Grantham Roth & Pearce LLP, will respond within this period — either with a substantive settlement offer or a request for additional time to evaluate the demand.
We recommend allowing a settlement negotiation window of approximately six to eight weeks following the expiration of the response period — through approximately May 2026 — to permit meaningful settlement discussions. During this period, we will be prepared to engage in direct negotiations with StreamNow's counsel and, if appropriate, to propose mediation.
A separate Settlement Authority Recommendation Memorandum is currently being prepared for review by you, Sir Alistair Pemberton, and the Aurelius Board. This memorandum will set forth our recommended settlement parameters, including minimum acceptable terms, and will be circulated under separate cover prior to the commencement of negotiations.
E. Contingent Complaint Filing — June 2026
In the event that settlement is not reached during the April–May 2026 negotiation window, Calderwood & Harkness has prepared a draft complaint for filing in the United States District Court for the Central District of California, Los Angeles Division.
The named defendants in the complaint will be:
1. StreamNow Holdings, Inc.
2. Meridian Digital Distributors, LLC
3. Franklin Ogilvie (individually)
The complaint will assert the following causes of action:
1. First Cause of Action: Copyright infringement under 17 U.S.C. §§ 106 and 501 (against StreamNow).
2. Second Cause of Action: Contributory copyright infringement (against MDD and Ogilvie).
3. Third Cause of Action: Inducement of infringement (against MDD and Ogilvie).
4. Fourth Cause of Action: Unfair business practices under Cal. Bus. & Prof. Code § 17200 (against StreamNow).
5. Fifth Cause of Action: Tortious interference with prospective economic advantage (against StreamNow).
The relief sought will include:
• Actual damages and the infringer's profits, in an amount to be proven at trial (estimated at $41.3 million);
• In the alternative, statutory damages under 17 U.S.C. § 504(c) for the timely-registered works;
• A permanent injunction prohibiting all defendants from further unauthorized reproduction, distribution, or public performance of any Aurelius-owned content;
• An award of reasonable attorneys' fees and costs under 17 U.S.C. § 505;
• Restitution and injunctive relief under Cal. Bus. & Prof. Code § 17200; and
• Such other and further relief as the Court deems just and proper.
In addition, we have prepared a draft motion for a temporary restraining order and/or preliminary injunction, together with supporting declarations from Lena Kowalski (Aurelius VP of Global Content Operations) and Dr. Nathan Frey (CipherTrace Analytics). These materials are ready for emergency filing should circumstances warrant — for example, if StreamNow fails to remove the content following receipt of the demand letter, or if we learn of additional unauthorized distribution activities.
VIII. Budget and Cost Update
The following is a summary of the estimated costs for the pre-suit phase of this matter, covering the period through the service of the demand letter and initial settlement negotiations:
A retainer in the amount of $150,000 was received on February 14, 2026, and has been applied against fees and costs incurred to date.
The applicable hourly rates for the Calderwood & Harkness engagement team are as follows:
In addition to the hourly fee arrangement, the engagement letter provides for a success fee of five percent (5%) of any settlement or judgment in excess of $20 million, capped at $2 million. This success fee is designed to align the firm's incentives with Aurelius's recovery goals and is payable only upon the successful resolution of the matter.
Our current spend through March 10, 2026 is being compiled and will be detailed in our next invoice. We are tracking within the estimated pre-suit phase budget and do not anticipate any material overruns at this time. Should litigation proceed, we will prepare a separate litigation phase budget for your review and approval.
IX. Conclusion and Request for Authorization
Based on the comprehensive pre-suit investigation and legal analysis summarized in this letter, Calderwood & Harkness is confident that Aurelius holds strong, well-supported claims against StreamNow Holdings, Inc., Meridian Digital Distributors, LLC, and Franklin Ogilvie for copyright infringement and related causes of action. The preliminary damages estimate of $41.3 million reflects the significant commercial value of the Aurelius content that has been exploited without authorization, and the anticipated defenses are weak.
We recommend proceeding with the service of the formal cease-and-desist and pre-suit demand letter on StreamNow Holdings, Inc. on March 14, 2026, together with the simultaneous demand letters to MDD/Ogilvie and the FAST channel sublicensees, as described in Section VII above.
We respectfully request that you — and, as appropriate, Sir Alistair Pemberton and the Aurelius Board — confirm authorization to proceed with the March 14, 2026 demand letter service and the outlined next steps. If you wish to schedule a telephone conference or in-person meeting to discuss any aspect of this report prior to the March 14 service date, we are available at your convenience and can accommodate time zone differences between Los Angeles and London.
Please note that a separate Settlement Authority Recommendation Memorandum is being prepared and will be circulated to you under separate cover in advance of the commencement of settlement negotiations.
We appreciate the confidence that Aurelius has placed in Calderwood & Harkness and remain committed to the vigorous protection of Aurelius's intellectual property rights. Please do not hesitate to contact me directly with any questions or instructions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Marcus Delgado Partner, intellectual Property 1999 Avenue of the Stars, Suite 3100 Los Angeles, California 90067 Telephone: (310) 555-8217
Email: m.delgado@calderwoodharkness.com
cc: Catherine Bloom, Partner, Calderwood & Harkness LLP cc: Wendy Schultz, Senior Associate, Calderwood & Harkness LLP