1017-00003 · Aurelius Global Media Group · Factual Investigation

mdd-streamnow-agreement-analysis.docx DOCUMENT Litigation

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Marcus Delgado, Partner, intellectual Property

FROM: Wendy Schultz, Senior Associate, intellectual Property

DATE: March 2, 2026

RE: Analysis of Purported Content Distribution Agreement Between Meridian Digital Distributors, LLC and StreamNow Holdings, Inc.

MATTER NO.: 1017-00003

CLIENT: Aurelius Global Media Group PLC

I. Executive Summary

This memorandum analyzes the purported "Content Distribution Agreement" (the "CDA") between Meridian Digital Distributors, LLC ("MDD") and StreamNow Holdings, Inc. ("StreamNow"), allegedly executed on March 15, 2024. The CDA was first brought to our client's attention through correspondence initiated by StreamNow's Vice President of Content Acquisition, Sandra Yee, in response to an inquiry from Aurelius's Senior Vice President of Content Licensing & Distribution, Raj Anantharam. This memorandum assesses the validity and legal effect of the CDA, evaluates StreamNow's potential defenses, and outlines the claims available to Aurelius Global Media Group PLC ("Aurelius") and its wholly-owned subsidiary, Aurelius Media Americas, Inc. ("AMA").

The CDA purportedly covers more than 350 titles, including 217 audiovisual works owned by Aurelius and/or AMA. These 217 works encompass 142 feature films and 75 television series comprising a total of 1,038 episodes, representing a significant portion of Aurelius's most commercially valuable content library. The scope of exploitation has been extensive: StreamNow has made these titles available to subscribers across 14 countries, generated an estimated $38.6 million in attributable revenue, and sublicensed content bundles containing Aurelius works to at least four third-party FAST (Free Ad-Supported Streaming Television) channel operators.

MDD is a California limited liability company (California Secretary of State File No. 202115729430) incorporated in late 2021. Its sole member and manager is Franklin Ogilvie, a former mid-level licensing manager at AMA whose employment ended on June 30, 2021. Ogilvie's departure was precipitated by an internal investigation into his unauthorized access to Aurelius's content management systems. His separation agreement, executed on June 30, 2021, contains a non-compete clause, a non-solicitation clause, and an explicit prohibition on the use of any Aurelius intellectual property. MDD was formed within months of Ogilvie's departure, and the formation and subsequent conduct of MDD are consistent with a deliberate strategy to monetize knowledge and materials obtained during Ogilvie's employment at AMA — in direct contravention of his contractual obligations.

The principal conclusion of this memorandum is as follows: MDD had no authority whatsoever — actual, implied, or apparent — to license, sublicense, or distribute any Aurelius-owned content. Aurelius's records unequivocally confirm that no license, sublicense, or distribution authority was ever granted to MDD. No officer, employee, or authorized representative of Aurelius or AMA executed any agreement with MDD. MDD does not appear in Aurelius's licensing database or authorized distributor registry. Accordingly, the CDA is void and of no legal effect as to all 217 Aurelius titles, and StreamNow's reliance on MDD's purported grant of rights does not constitute a valid defense to copyright infringement.

Furthermore, StreamNow's potential "innocent infringer" defense under 17 U.S.C. § 504(c)(2) fails given numerous due diligence red flags that StreamNow either ignored or failed to investigate. These red flags include Ogilvie's known or readily discoverable prior employment at AMA, the implausibility of a single-member LLC controlling distribution rights to a catalog of this magnitude and quality, StreamNow's failure to verify rights upstream with the actual rights holder, and StreamNow's continued exploitation of Aurelius content after receiving notice that its authority was challenged. StreamNow is a sophisticated, well-funded market participant that cannot credibly claim innocence under these circumstances. The facts support a finding of willful infringement entitling Aurelius to enhanced statutory damages and attorneys' fees.

II. Sources Reviewed

In preparing this memorandum, I have reviewed the following documents, records, and materials:

1. Email correspondence from Sandra Yee (StreamNow VP, Content Acquisition) to Raj Anantharam (Aurelius SVP, Content Licensing & Distribution), dated November 3, 2025, in which Yee claims that MDD's sublicense constitutes StreamNow's authority for the Aurelius content and references the CDA by title and purported execution date. This email is the primary document through which the existence and purported terms of the CDA have been communicated to Aurelius.

2. Publicly available California Secretary of State records for Meridian Digital Distributors, LLC (SOS File No. 202115729430), confirming Franklin Ogilvie as sole member and manager, registered address at 8912 Burton Way, Suite 200, Beverly Hills, CA 90211, with entity status listed as active as of our most recent review in February 2026.

3. Franklin Ogilvie Background Memorandum, prepared by Omar Siddiqui, Associate, dated February 22, 2026 (internal Calderwood & Harkness LLP work product), which details Ogilvie's professional history, his employment at AMA, the circumstances of his departure, and his post-employment activities including the formation of MDD.

4. Chain-of-Title Memorandum, prepared by Omar Siddiqui and reviewed by Wendy Schultz, dated February 25, 2026 (internal Calderwood & Harkness LLP work product), which confirms Aurelius's and AMA's ownership of all 217 audiovisual works at issue and traces the chain of title for each work from creation or acquisition through the present.

5. Copyright Registration Summary Report, prepared by Omar Siddiqui based on search results completed by Lexington IP Services, Inc. (contact: Marissa Chung) on January 22, 2026, which identifies the registration status of each of the 217 works, confirms timely registration for 189 titles, and identifies 28 titles registered between May 2024 and October 2025.

6. Aurelius internal records, including the Aurelius licensing database, authorized distributor registry, and correspondence files, all of which unequivocally confirm that no license, sublicense, or distribution authority was ever granted to MDD. These records were provided by and authenticated through the office of Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC.

7. Franklin Ogilvie Separation Agreement, dated June 30, 2021, executed between Ogilvie, on the one hand, and Aurelius Global Media Group PLC and Aurelius Media Americas, Inc., on the other hand. This agreement was provided by Fiona Hartwell, Aurelius General Counsel, and contains the non-compete, non-solicitation, and intellectual property use prohibitions discussed in detail below.

8. AMA Internal Investigation File regarding Ogilvie's unauthorized access to Aurelius's content management systems (2021), documenting the investigation conducted by AMA's internal audit and compliance team into Ogilvie's activities prior to his departure, including evidence of unauthorized downloads and exports of title metadata, licensing terms, and distribution records.

9. StreamNow Platform & Business Model Memorandum, prepared by Omar Siddiqui, dated February 28, 2026 (internal Calderwood & Harkness LLP work product), which describes StreamNow's corporate structure, business operations, content acquisition practices, distribution platform, revenue model, and relationships with downstream FAST channel operators.

I have also reviewed applicable provisions of the Copyright Act of 1976, as amended (17 U.S.C. §§ 101 et seq.), relevant case law, and treatise authority as cited throughout this memorandum. It should be noted that, as of the date of this memorandum, we have not obtained a copy of the CDA itself; our analysis is based on the representations made by Sandra Yee in her November 3, 2025 email and on StreamNow's observable conduct. Obtaining the full CDA will be a priority in pre-suit negotiations or early discovery.

III. Background on Meridian Digital Distributors, LLC

A. Formation and Corporate Details

Meridian Digital Distributors, LLC ("MDD") is a California limited liability company that was formed in late 2021. According to publicly available records maintained by the California Secretary of State, MDD was organized under California SOS File No. 202115729430. The timing of MDD's formation is significant: it occurred within months of Franklin Ogilvie's departure from Aurelius Media Americas, Inc. ("AMA") on June 30, 2021.

MDD's sole member and manager is Franklin Ogilvie. The entity has no other known members, managers, officers, or principals. MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, CA 90211. As of our most recent review of the California Secretary of State's business entity database in February 2026, MDD's entity status is listed as active, and its agent for service of process and designated office remain unchanged from the original filing.

MDD holds itself out publicly as a Los Angeles-based content aggregator and distributor, purporting to offer a diverse catalog of audiovisual content for licensing to digital platforms and streaming services. Despite these representations, MDD operates as a single-member LLC without any apparent institutional backing, meaningful capitalization, or established industry presence. There is no publicly available information indicating that MDD has been featured in industry trade publications, has participated in major content markets (such as MIPCOM, AFM, or the Cannes Film Festival), or maintains the type of industry relationships that would be expected of a legitimate distributor controlling a catalog of the magnitude and quality claimed by MDD. The entity's minimal corporate footprint stands in stark contrast to its purported control over hundreds of titles, including major studio franchise properties.

B. Franklin Ogilvie's Background and Connection to Aurelius

Franklin Ogilvie was employed at Aurelius Media Americas, Inc. as a mid-level licensing manager from approximately 2017 through June 30, 2021. During his tenure at AMA, Ogilvie was responsible for various aspects of content licensing administration and had access to Aurelius's internal content management systems. These systems contained sensitive proprietary information, including title metadata, licensing terms, deal structures, pricing history, distribution records, and information regarding Aurelius's business relationships with its distribution partners.

In 2021, AMA's internal audit and compliance team conducted an investigation into Ogilvie's activities after irregularities were detected in system access logs. The investigation revealed that Ogilvie had engaged in unauthorized access to Aurelius's content management systems, including the downloading and exporting of title metadata, licensing terms, and distribution records beyond the scope of his authorized duties. The nature and extent of this unauthorized access are detailed in the AMA Internal Investigation File. This investigation precipitated Ogilvie's departure from AMA.

Ogilvie's employment was terminated effective June 30, 2021. In connection with his departure, Ogilvie executed a separation agreement dated June 30, 2021, which is discussed in greater detail in Section V.C below. The separation agreement contained three provisions of particular relevance to this matter: (i) a non-compete clause restricting Ogilvie from engaging in competitive activity in the content licensing and distribution space for a specified period; (ii) a non-solicitation clause prohibiting Ogilvie from soliciting Aurelius's business relationships, including its distribution partners and licensees; and (iii) an explicit and unequivocal prohibition on the use of any Aurelius intellectual property, broadly defined to include copyrighted content, trademarks, trade secrets, proprietary data, and confidential business information.

The formation of MDD within months of Ogilvie's departure from AMA is, in our assessment, not coincidental. The timing, combined with the nature of the content MDD purported to license — including numerous Aurelius-owned properties with which Ogilvie would have been familiar from his employment — strongly suggests a deliberate strategy to leverage the knowledge, materials, and relationships obtained during his tenure at Aurelius in direct contravention of his contractual obligations. Ogilvie's prior access to Aurelius's content management systems would have provided him with the detailed title information, metadata, and licensing intelligence necessary to assemble a credible-appearing catalog and to engage with sophisticated platforms like StreamNow.

C. MDD's Relationship with Aurelius

Aurelius's records unequivocally confirm that Aurelius never granted MDD any license, sublicense, distribution authority, or other form of authorization over any Aurelius-owned content. This conclusion is supported by a thorough review of Aurelius's internal records, including:

• Aurelius's Licensing Database: MDD does not appear in Aurelius's licensing database, which is maintained by the Content Licensing & Distribution department under the supervision of Raj Anantharam and contains records of all content licenses granted by Aurelius and its subsidiaries worldwide. A comprehensive search of this database has returned no results for "Meridian Digital Distributors," "MDD," or "Franklin Ogilvie" in any capacity.

• Aurelius's Authorized Distributor Registry: MDD does not appear in Aurelius's authorized distributor registry, which is a separate system maintained by Aurelius's distribution operations team and lists all entities authorized to distribute Aurelius content in any territory or medium.

• Correspondence and Agreement Files: A review of Aurelius's correspondence files, executed agreements, and deal files has identified no communication, term sheet, letter of intent, agreement, or other document evidencing any business relationship between Aurelius (or AMA) and MDD.

• Confirmation from Aurelius General Counsel: Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC, has confirmed in writing that no authority of any kind was ever conferred on MDD with respect to any Aurelius-owned content. Ms. Hartwell's confirmation is based on her review of Aurelius's records and her personal knowledge of Aurelius's content licensing and distribution activities.

In sum, MDD is not and has never been an authorized distributor of Aurelius content. No officer, employee, or authorized representative of Aurelius or AMA has ever executed any agreement with MDD, granted MDD any permission to use Aurelius content, or represented to any third party that MDD has authority to deal in Aurelius content. The purported CDA between MDD and StreamNow was entered into without any authorization whatsoever from the actual rights holder.

IV. The Purported Content Distribution Agreement

A. Known Terms and Representations

As of the date of this memorandum, Calderwood & Harkness LLP has not obtained a copy of the purported Content Distribution Agreement between MDD and StreamNow. Our understanding of its terms and scope is derived primarily from the representations made by Sandra Yee, StreamNow's Vice President of Content Acquisition, in her email to Raj Anantharam dated November 3, 2025, as well as from StreamNow's observable conduct in exploiting Aurelius content on its platform.

According to Yee's November 3, 2025 email, StreamNow entered into a "Content Distribution Agreement" with MDD on or about March 15, 2024. Yee's email identifies the CDA by name, references its execution date, and asserts that the CDA provides StreamNow with authority to make the Aurelius titles available on its platform. Yee's email was sent in response to an informal inquiry from Raj Anantharam, who had contacted StreamNow upon learning that Aurelius content was appearing on the StreamNow platform without Aurelius's knowledge or authorization.

The CDA purportedly covers more than 350 titles. Of these, 217 are audiovisual works owned by Aurelius and/or AMA, comprising 142 feature films and 75 television series (the television series collectively comprising 1,038 individual episodes). The remaining titles in the purported catalog have not been the focus of our analysis and may include content to which MDD holds legitimate rights, content owned by other third parties without authorization, or content in the public domain. The composition of the non-Aurelius portion of the catalog may be relevant to assessing MDD's overall business model and the plausibility of its representations to StreamNow.

Based on Yee's email and StreamNow's observable conduct, the CDA apparently grants StreamNow the right to reproduce, distribute, and publicly perform the covered titles through StreamNow's streaming platform. StreamNow commenced making Aurelius titles available on its platform beginning approximately April 1, 2024, which is consistent with the alleged CDA execution date of March 15, 2024, and suggests a brief integration and onboarding period following execution.

Beyond Yee's email representations and StreamNow's platform conduct, the specific terms of the CDA — including its duration, territorial scope as stated, financial terms, representations and warranties, indemnification provisions, termination provisions, and other material terms — remain unknown. Obtaining the full CDA and all related documents (including any amendments, side letters, schedules, exhibits, and correspondence related to negotiation and execution) will be a priority in pre-suit negotiations or, if litigation is commenced, in early discovery. The full text of the CDA may contain additional information relevant to assessing StreamNow's state of mind, the adequacy of its due diligence, and the scope of its infringement.

B. Scope of Rights Purportedly Granted

Based on StreamNow's actual conduct in exploiting Aurelius content over the approximately 22-month period from April 1, 2024 through January 31, 2026, we can infer the scope of rights that the CDA purported to grant. StreamNow's exploitation of Aurelius content has encompassed the following activities:

(i) Reproduction: StreamNow reproduced Aurelius titles on its servers and content delivery infrastructure in order to make them available for streaming. This necessarily involved the creation of multiple digital copies, including master copies, transcoded versions for various quality levels and device types, and cached copies distributed across StreamNow's content delivery network.

(ii) Distribution: StreamNow distributed the Aurelius titles via streaming to subscribers across at least 14 countries, including the United States, Canada, and Australia. The geographic scope of exploitation suggests that the CDA purported to grant multi-territorial distribution rights encompassing major English-language markets and potentially additional territories.

(iii) Public Performance: StreamNow publicly performed the Aurelius titles through its subscription-based streaming service (SVOD) and its advertising-supported video-on-demand (AVOD) tier. Each instance of a subscriber or viewer accessing and watching an Aurelius title on the StreamNow platform constitutes a separate act of public performance.

(iv) Sublicensing: StreamNow sublicensed content bundles containing Aurelius titles to third-party FAST channel operators. The CDA apparently purported to grant StreamNow the right to sublicense — a right that, even in legitimate content distribution arrangements, is typically subject to significant restrictions and requires express authorization from the rights holder.

StreamNow in fact sublicensed bundles containing Aurelius content to at least four identified FAST channel operators:

(a) Brindoval Channel Networks, Inc., headquartered in Dallas, Texas;

(b) BrightLoop Media, LLC, headquartered in Miami, Florida;

(d) Pacific Lantern Digital Pty Ltd, headquartered in Sydney, New South Wales, Australia.

Each of these sublicensees, by reproducing, distributing, and publicly performing Aurelius content on their respective FAST channels without authorization, has also engaged in copyright infringement. The downstream sublicensing compounds the scope of harm to Aurelius and extends the unauthorized exploitation of its content to additional platforms and audiences.

If the CDA purported to grant such expansive rights — encompassing reproduction, distribution, public performance, and sublicensing across multiple territories and distribution channels — it would have had to be supported by an equally expansive underlying grant of authority from the actual rights holder. No such underlying grant existed. Aurelius never authorized MDD to grant any of these rights, and MDD's purported conveyance to StreamNow was therefore a nullity.

C. Key Franchises and Works Covered

Among the 217 Aurelius titles implicated in this matter, the CDA purportedly covered some of Aurelius's most commercially valuable and widely recognized properties. The inclusion of these marquee titles is significant both for the damages analysis and for the assessment of StreamNow's due diligence, as the prominence of these properties should itself have raised substantial red flags for any diligent content acquirer. The key franchises and works include:

The "Meridian" Franchise. The CDA purportedly covered all six films in the "Meridian" franchise, one of Aurelius's flagship theatrical properties. The six Meridian films have generated combined global theatrical box office revenue of approximately $1.43 billion, making the franchise one of the highest-grossing in Aurelius's portfolio. The Meridian franchise is widely recognized in the global marketplace, has been the subject of extensive marketing and publicity, and is closely identified with the Aurelius brand. Any party operating in the content distribution industry would reasonably be expected to recognize the Meridian franchise as an Aurelius property.

The "Iron Compass" Series. The CDA purportedly covered the "Iron Compass" television series, which consists of 4 seasons and 48 episodes. Iron Compass is one of the most successful drama series produced by Aurelius's television division, averaging 9.2 million viewers per episode in the United Kingdom during its initial broadcast run. The series has received critical acclaim and significant media attention, and it is widely associated with Aurelius in the industry.

The "Thornfield" Period Drama Catalog. The CDA purportedly covered 12 titles from the "Thornfield" period drama catalog, another prestigious component of Aurelius's content library. The Thornfield catalog has won a total of 7 BAFTA awards, establishing it as one of the most critically acclaimed collections in British television drama. These titles carry significant cultural prestige and commercial value.

The inclusion of these marquee, high-profile titles in MDD's purported catalog is noteworthy for several reasons. First, the commercial value of these properties means that any unauthorized exploitation causes substantial harm to Aurelius. Second, the prominence and wide recognition of these properties — particularly the Meridian franchise and the Iron Compass series — means that a sophisticated content acquirer like StreamNow should have recognized them as Aurelius properties and questioned how a single-member California LLC came to control their distribution rights. Third, the inclusion of these titles in MDD's catalog is consistent with Ogilvie's former access to Aurelius's content management systems, which would have provided him with detailed knowledge of Aurelius's title library, including its most valuable properties.

V. Legal Analysis: MDD's Lack of Authority

A. Nemo Dat Quod Non Habet — MDD Cannot Convey Rights It Does Not Hold

The analysis of MDD's authority to enter into the CDA begins with one of the most fundamental principles of property and intellectual property law: nemo dat quod non habet — one cannot give what one does not have. Under well-established principles of copyright law, a purported license from a party that does not own the copyright and has not been authorized by the copyright owner to grant licenses is void and confers no rights on the purported licensee. See, e.g., Gardner v. Sterling Reach Partners LLC, 279 F.3d 774, 780 (9th Cir. 2002) (a copyright owner's exclusive rights can only be transferred by the owner or by an authorized agent); Silvers v. Sony Pictures Entm't, Inc., 402 F.3d 881, 885 (9th Cir. 2005) (en banc).

The Copyright Act of 1976 vests in the owner of a copyright the exclusive rights enumerated in 17 U.S.C. § 106, including the rights of reproduction, distribution, public performance, and public display. These exclusive rights may be transferred or licensed by the copyright owner in accordance with 17 U.S.C. § 201(d), and an exclusive license must be in writing and signed by the owner of the rights conveyed, pursuant to 17 U.S.C. § 204(a). A purported transfer or license by a non-owner is without legal effect and does not convey any rights to the transferee or licensee.

Aurelius's chain of title has been confirmed for all 217 audiovisual works at issue, as detailed in the Chain-of-Title Memorandum prepared by Omar Siddiqui and reviewed by the undersigned, dated February 25, 2026. Aurelius and/or AMA hold all relevant U.S. copyrights in these works. Of the 217 works, 189 titles were timely registered with the U.S. Copyright Office (i.e., registered prior to the commencement of infringement or within three months of first publication), and 28 additional titles were registered between May 2024 and October 2025. The Copyright Registration Summary Report, based on the Lexington IP Services search completed on January 22, 2026, confirms the registration status of each title.

Because MDD does not own and has never been authorized to license any of the 217 Aurelius titles, MDD's purported grant of rights to StreamNow under the CDA is a nullity. The CDA, insofar as it purports to cover Aurelius content, is void ab initio and confers no rights whatsoever on StreamNow. StreamNow's reproduction, distribution, public performance, and sublicensing of Aurelius content therefore constitute unauthorized uses — i.e., copyright infringement — regardless of StreamNow's subjective belief regarding the validity of its purported license.

This principle is well established and has been consistently applied by courts in analogous situations. A licensee's good faith belief in the validity of its license does not create a defense to infringement when the licensor lacked authority; the proper remedy for a licensee in such circumstances is a breach of contract or warranty action against its licensor, not an assertion of rights against the copyright owner. See Nimmer on Copyright § 12.01[A]; see also Effects Assocs., Inc. v. Cohen, 908 F.2d 555, 557 (9th Cir. 1990).

B. No Agency, Apparent Authority, or Ratification

In anticipation that StreamNow may argue that MDD acted as Aurelius's agent or with apparent authority, or that Aurelius ratified MDD's actions, it is necessary to address each of these potential theories. None has merit.

No Actual Agency. MDD was never appointed as Aurelius's agent for any purpose. There is no agency agreement, appointment letter, power of attorney, or other document evidencing any agency relationship between Aurelius and MDD. Aurelius's records contain no evidence that any officer, director, or authorized representative of Aurelius or AMA ever communicated to MDD that it was authorized to act on Aurelius's behalf in any capacity. The existence of an actual agency relationship requires the principal's consent to the agent's acting on the principal's behalf, and such consent was never given here. See Restatement (Third) of Agency § 1.01 (2006).

No Implied Authority. Implied authority arises when a principal's conduct reasonably leads an agent to believe that the principal has granted authority for certain acts. There is no basis for any claim of implied authority here. MDD has never been an employee, contractor, affiliate, or authorized representative of Aurelius. Ogilvie's former employment at AMA does not create any residual implied authority after the termination of that employment, particularly where (as here) the former employee's separation agreement expressly prohibited the very conduct at issue.

No Apparent Authority. Apparent authority exists when a third party reasonably believes, based on the principal's manifestations, that the agent has authority to act on the principal's behalf. See Restatement (Third) of Agency § 2.03 (2006). Critically, apparent authority must be based on the principal's manifestations to the third party, not on the agent's own representations. Id. cmt. c. There is no evidence that Aurelius ever held MDD out as having authority to deal in Aurelius content. Aurelius has never listed MDD in any public-facing directory of authorized distributors, referenced MDD in any marketing materials, or communicated to StreamNow or any other third party that MDD was authorized to license Aurelius content. Any belief by StreamNow that MDD had authority was based solely on MDD's own representations — which cannot create apparent authority as a matter of law.

No Ratification. Ratification occurs when a principal, with knowledge of the material facts, affirms or adopts an agent's previously unauthorized act. See Restatement (Third) of Agency § 4.01 (2006). Aurelius has never ratified any transaction entered into by MDD. To the contrary, upon learning that Aurelius content was appearing on the StreamNow platform, Aurelius's Raj Anantharam promptly initiated an inquiry with StreamNow, and Aurelius retained Calderwood & Harkness LLP to investigate and pursue appropriate remedies. Aurelius's conduct is the opposite of ratification; it constitutes a prompt disavowal of MDD's unauthorized actions.

No Residual Authority from Former Employment. It bears emphasis that Ogilvie's former employment at AMA does not create any residual agency authority that survived the termination of his employment. Ogilvie's employment ended on June 30, 2021 — nearly three years before the CDA was purportedly executed. His separation agreement expressly terminated all of his responsibilities, authorities, and obligations arising from the employment relationship (except those provisions that, by their terms, survived termination, such as the non-compete, non-solicitation, and IP use prohibitions). There is no legal theory under which a former employee's prior access to company systems or knowledge of company business creates post-employment authority to license the company's intellectual property.

C. Ogilvie's Separation Agreement as Additional Barrier

The June 30, 2021 separation agreement between Franklin Ogilvie, on the one hand, and Aurelius Global Media Group PLC and Aurelius Media Americas, Inc., on the other hand, provides an additional and independently dispositive basis for concluding that MDD had no authority to license Aurelius content. The separation agreement explicitly includes the following restrictive provisions:

(i) Non-Compete Clause. The separation agreement prohibits Ogilvie from competing with Aurelius in the content licensing and distribution space for a specified period following the termination of his employment. Ogilvie's formation of MDD and his execution of the CDA with StreamNow — purporting to license content in the same market and to the same types of customers as Aurelius — constitute a direct violation of this non-compete obligation.

(ii) Non-Solicitation Clause. The separation agreement prohibits Ogilvie from soliciting Aurelius's business relationships, including its distribution partners, licensees, and customers. By approaching StreamNow — a streaming platform and potential Aurelius licensee — and offering to license content that includes Aurelius properties, Ogilvie violated this non-solicitation provision.

(iii) Prohibition on Use of Aurelius intellectual Property. Most critically, the separation agreement expressly bars Ogilvie from using any Aurelius intellectual property, broadly defined to include copyrighted content, trademarks, trade secrets, proprietary data, and confidential business information. Ogilvie's execution of the CDA with StreamNow, purporting to grant rights in 217 Aurelius-owned audiovisual works, constitutes a flagrant and unambiguous breach of this prohibition.

The existence of the separation agreement and its restrictive provisions are significant for multiple reasons. First, the provisions confirm that Aurelius took affirmative steps to protect its intellectual property when Ogilvie departed, making clear that Ogilvie had no authority to use Aurelius content after leaving the company. Second, Ogilvie's knowing violation of these provisions supports claims against Ogilvie and MDD for breach of contract, in addition to claims for copyright infringement, fraud, and related causes of action. Third, the separation agreement may be relevant to the damages analysis insofar as it demonstrates Ogilvie's willful and knowing misconduct.

Ogilvie's conduct in forming MDD and executing the CDA with StreamNow — purporting to license 217 Aurelius titles in direct violation of a separation agreement that expressly prohibited such activity — demonstrates a deliberate and premeditated scheme to exploit proprietary information and content obtained during his employment at AMA. This conduct further supports the claims against Ogilvie and MDD discussed in Section IX below, including claims for contributory copyright infringement, inducement of infringement, breach of contract, and fraud.

VI. Analysis of StreamNow's Potential "Innocent Infringer" Defense

A. Legal Standard for Innocent Infringer Under 17 U.S.C. § 504(c)(2)

StreamNow may attempt to invoke the "innocent infringer" provision of the Copyright Act to mitigate its damages exposure. Under 17 U.S.C. § 504(c)(2), a court, in its discretion, may reduce an award of statutory damages to not less than $200 per work infringed if the infringer sustains the burden of proving that it "was not aware and had no reason to believe that his or her acts constituted an infringement of copyright."

The innocent infringer mitigation is an affirmative defense; the burden rests on the infringer to establish both subjective unawareness and the objective reasonableness of that unawareness. Courts have applied this standard with rigor, requiring the infringer to demonstrate that it exercised reasonable care and diligence in investigating its right to use the copyrighted work. See, e.g., D.C. Comics Inc. v. Mini Gift Shop, 912 F.2d 29, 35 (2d Cir. 1990); BMG Rights Mgmt. (US) LLC v. Cox Commc'ns, Inc., 881 F.3d 293, 312-13 (4th Cir. 2018).

Critically, however, when the infringed works bear a proper copyright notice in accordance with 17 U.S.C. § 401, the innocent infringer defense is substantially limited. Section 401(d) provides:

"If a notice of copyright in the form and position specified by this section appears on the published copy or copies to which a defendant in a copyright infringement suit had access, then no weight shall be given to such a defendant's interposition of a defense based on innocent infringement in mitigation of actual or statutory damages."

The Aurelius works at issue bear proper copyright notices. Accordingly, for the 189 timely-registered titles, the innocent infringer mitigation under Section 504(c)(2) is effectively foreclosed by Section 401(d). StreamNow cannot claim that it was unaware of copyright protection when the works themselves provided notice of that protection.

Even setting aside the legal bar imposed by Section 401(d), StreamNow's innocent infringer argument fails on the facts. As discussed in detail below, StreamNow's claim to have reasonably relied on MDD's representations is contradicted by multiple due diligence red flags that StreamNow either ignored or failed to investigate.

B. Due Diligence Red Flags That StreamNow Ignored or Failed to Investigate

StreamNow's claim to have acted as an innocent infringer — i.e., that it was not aware and had no reason to believe that its exploitation of Aurelius content constituted copyright infringement — fails for multiple independently sufficient reasons. Each of the following red flags, standing alone, would be sufficient to defeat an innocent infringer defense; taken together, they present an overwhelming case that StreamNow either knew or should have known that MDD lacked authority to license Aurelius content.

1. Ogilvie's Former Employment at Aurelius Was Known or Readily discoverable. Franklin Ogilvie previously served as a licensing manager at Aurelius Media Americas, Inc., the U.S. subsidiary of Aurelius Global Media Group PLC — one of the world's largest and most prominent media companies. Ogilvie's professional history is readily discoverable through standard background checks, professional networking profiles (such as Westmark Health IT), and industry databases. Indeed, Ogilvie's connection to Aurelius is precisely the type of information that a competent content acquisition team would discover and evaluate as a matter of routine diligence when assessing a potential content supplier.

Any reasonable content acquirer conducting due diligence on a counterparty offering 350+ titles — including major studio franchise properties bearing the imprint of a globally recognized media company — would have investigated the principal's professional background and discovered Ogilvie's prior employment at AMA. This discovery should have triggered immediate and serious questions: How did a former mid-level licensing manager at AMA come to control distribution rights to a catalog of Aurelius properties? Was his departure from AMA amicable? Did he retain any contractual obligations to Aurelius? Did he have authorization from Aurelius to distribute its content? A simple inquiry to Aurelius would have answered these questions and revealed that MDD had no authority.

The fact that StreamNow either failed to conduct this basic background check or conducted it and failed to follow up on the obvious red flag presented by Ogilvie's Aurelius connection is inconsistent with the exercise of reasonable care and diligence.

2. The Scale and Quality of MDD's Purported Catalog Was Implausible. The sheer scale and quality of MDD's purported content catalog should have raised immediate suspicion. MDD — a single-member California LLC formed in late 2021 by a former mid-level licensing manager — purported to control distribution rights for more than 350 titles, including major franchise properties with combined global theatrical box office revenue exceeding $1.43 billion (for the Meridian franchise alone), critically acclaimed television series with audiences in the millions, and award-winning drama collections.

A legitimate distributor controlling a catalog of this magnitude and quality would be well-known in the content distribution industry. Such an entity would have established relationships with major studios, a significant operational infrastructure, a substantial workforce, and a track record of successful content distribution deals. It would be featured in industry trade publications, would participate in major content markets, and would be readily identifiable by industry participants.

MDD exhibits none of these characteristics. It is a single-member LLC operating from a Beverly Hills office suite, with no publicly known employees beyond its sole member, no established industry profile, and no verifiable history of content distribution at scale. The notion that such an entity legitimately controls the distribution rights to one of the world's most valuable content libraries — including franchise properties worth billions of dollars at the box office — strains credulity. A reasonable content acquirer would have recognized this implausibility and demanded rigorous verification of MDD's claimed rights before proceeding with a deal of this magnitude.

StreamNow is not a naive or unsophisticated market participant. With fiscal year 2025 revenue of approximately $312 million and the backing of Pinnacle Ventures Fund III, LP, which invested $145 million in StreamNow's June 2022 Series C financing round, StreamNow is a well-funded, professionally managed company with the resources and expertise to conduct thorough due diligence on its content suppliers. The implausibility of MDD's catalog should have been immediately apparent to StreamNow's experienced content acquisition team.

3. Failure to Verify Rights upstream. Standard industry practice for content acquisition at the scale and value involved in this transaction requires verification of the licensor's chain of title — that is, independent confirmation that the licensor actually holds the rights it purports to grant. This practice is not merely a matter of best practice or industry custom; it is a fundamental component of reasonable due diligence that any sophisticated content acquirer is expected to undertake before acquiring rights worth millions of dollars.

Chain-of-title verification typically involves one or more of the following steps: (i) reviewing the licensor's underlying agreements and chain-of-title documentation; (ii) conducting independent copyright searches to confirm the identity of the rights holder; (iii) contacting the upstream rights holder directly to confirm the licensor's authority; and (iv) obtaining representations and warranties from the licensor, backed by meaningful indemnification, regarding ownership and authority.

Sandra Yee, StreamNow's Vice President of Content Acquisition, would — or should — be familiar with these requirements. As the senior executive responsible for StreamNow's content acquisition activities, Yee is expected to ensure that StreamNow obtains valid rights to the content it acquires and that appropriate due diligence is conducted on content suppliers. A simple inquiry to Aurelius or AMA — the rights holder whose name appears on the copyright notices of the works, whose name is associated with the works in public copyright registration records, and whose name is widely known as the producer and distributor of the works — would have immediately revealed that MDD had no authority to license the Aurelius content.

There is no indication that StreamNow made any effort to verify MDD's claimed rights with the actual rights holder. This failure is particularly egregious given the scale of the transaction (350+ titles, including major franchise properties), the identity of the content (works clearly identifiable as Aurelius properties), and the characteristics of the counterparty (a single-member LLC with no established industry presence).

4. Absence of Customary Representations and Warranties. Standard content distribution agreements in the entertainment industry include robust representations and warranties from the licensor regarding its ownership of the content, its authority to grant the rights being licensed, the absence of conflicting rights or encumbrances, and the licensor's compliance with applicable law. These representations are typically accompanied by comprehensive indemnification provisions under which the licensor agrees to defend and hold harmless the licensee against claims arising from breaches of these representations.

While we have not yet obtained the full CDA and therefore cannot assess whether it contains such provisions, even if it does, the presence of contractual representations and warranties from MDD cannot override the fundamental absence of actual rights. Representations and warranties are contractual promises; they do not create substantive intellectual property rights where none exist. A purported license from a party that lacks authority remains void regardless of the representations made in the licensing agreement. See Nimmer on Copyright § 10.03[A].

Moreover, reliance on contractual representations from a single-member LLC with no demonstrable assets, no established industry track record, and no institutional backing is commercially unreasonable. In the event of a breach of representations by MDD — which has in fact occurred — StreamNow's remedy would be a breach of contract or warranty claim against MDD. However, MDD's likely lack of meaningful assets makes any recovery from MDD uncertain at best. A sophisticated content acquirer like StreamNow should have recognized this risk and conducted independent verification of MDD's rights rather than relying solely on contractual representations from an entity with limited creditworthiness and a questionable provenance.

5. Duration and Scale of Infringement. The duration and scale of StreamNow's unauthorized exploitation of Aurelius content further undermine any claim of innocence. StreamNow exploited 217 Aurelius titles over an approximately 22-month period, from approximately April 1, 2024 through at least January 31, 2026. During this period, StreamNow generated an estimated $38.6 million in revenue attributable to the Aurelius titles, including $22.4 million in subscription revenue, $9.7 million in advertising revenue, and $6.5 million in FAST channel sublicensing fees.

StreamNow's exploitation was not limited to making the Aurelius titles available on its own platform. StreamNow sublicensed content bundles containing Aurelius titles to at least four downstream FAST channel operators — Brindoval Channel Networks, Inc., BrightLoop Media, LLC, Velvet Stream Partners, LP, and Pacific Lantern Digital Pty Ltd — thereby extending the unauthorized exploitation of Aurelius content to additional platforms, audiences, and geographic markets.

The scale of this exploitation — encompassing 14 countries, multiple distribution channels (SVOD, AVOD, and FAST), and downstream sublicensing — demonstrates that the Aurelius content was not an incidental or minor component of StreamNow's offerings. Rather, the Aurelius content, including marquee franchise properties like Meridian and Iron Compass, was a core element of StreamNow's content strategy and a significant driver of subscriber acquisition and revenue generation. This level of commercial reliance on a catalog obtained from a previously unknown single-member LLC is inconsistent with the exercise of reasonable care and supports the conclusion that StreamNow prioritized the commercial opportunity over the due diligence that a reasonable content acquirer would have conducted.

C. StreamNow's Sophistication and Resources Undermine "Innocence"

The innocent infringer defense must be evaluated in light of the infringer's sophistication, resources, and industry position. StreamNow is not a small startup or an unsophisticated operator unfamiliar with the complexities of content licensing. To the contrary, StreamNow is a well-funded, professionally managed company with substantial resources, experienced leadership, and access to sophisticated legal counsel.

StreamNow Holdings, Inc. is a Delaware corporation (Delaware Secretary of State File No. 7291843), headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, CA 90010. StreamNow is majority-owned by Pinnacle Ventures Fund III, LP, a venture capital fund that holds approximately 62% of StreamNow's equity on a fully diluted basis. Pinnacle Ventures invested $145 million in StreamNow's Series C financing round, which closed in June 2022. StreamNow reported fiscal year 2025 revenue of approximately $312 million, reflecting its status as a significant player in the digital content distribution market.

StreamNow's management team includes experienced professionals who should understand the fundamentals of content licensing and the importance of due diligence in content acquisition:

• Derek Calloway, Chief Executive Officer;

• Priya Menon, Chief Operating Officer;

• Tobias Rennert, General Counsel; and

• Sandra Yee, Vice President, Content Acquisition.

Each of these individuals occupies a senior role with direct or indirect responsibility for ensuring that StreamNow's content acquisition activities are conducted lawfully and in accordance with industry standards. Tobias Rennert, as General Counsel, bears particular responsibility for overseeing the legal aspects of content acquisition, including the review and approval of content licensing agreements and the assessment of counterparty risk. Sandra Yee, as VP of Content Acquisition, is the executive directly responsible for identifying, evaluating, and securing content for StreamNow's platform.

StreamNow is further represented by external counsel — Grantham Roth & Pearce LLP, specifically Victoria Langford, Partner in the firm's IP Litigation practice, and Brian Matsuda, Associate. Grantham Roth & Pearce LLP is a sophisticated law firm with established expertise in intellectual property and entertainment law. StreamNow's access to both in-house and outside counsel capable of advising on content licensing matters further undercuts any claim that StreamNow lacked the resources or expertise to conduct adequate due diligence on MDD's purported rights.

A company of this caliber — with $312 million in annual revenue, $145 million in venture capital backing, experienced in-house counsel, sophisticated outside counsel, and a dedicated content acquisition executive — cannot credibly claim that it was an innocent infringer when acquiring a catalog of 350+ titles, including marquee studio franchise properties, from a previously unknown single-member LLC operated by a former employee of the rights holder. The resources, expertise, and professional responsibilities of StreamNow's management and legal teams establish that StreamNow was in a position to identify and investigate the red flags associated with the MDD transaction and that its failure to do so was, at minimum, negligent and potentially willful.

D. Post-Notice Continuation of Infringement

StreamNow's continued exploitation of Aurelius content after receiving notice that its authority was challenged further eliminates any residual argument of good faith and supports a finding of willfulness.

Raj Anantharam, Aurelius's SVP of Content Licensing & Distribution, initiated an informal inquiry with StreamNow upon discovering that Aurelius content was appearing on the StreamNow platform without authorization. Sandra Yee responded to this inquiry on November 3, 2025, claiming that StreamNow's authority derived from the CDA with MDD. However, despite having been put on notice that Aurelius — the actual rights holder — was challenging StreamNow's authority to distribute the content, the Aurelius titles remained available on StreamNow's platform.

As of the most recent review conducted by our team, Aurelius content continued to be accessible on StreamNow's platform and on the FAST channels operated by StreamNow's sublicensees. StreamNow has not taken any apparent steps to remove, disable access to, or otherwise cease its exploitation of Aurelius content in response to Anantharam's inquiry or any subsequent communication.

StreamNow's continued exploitation of Aurelius content after receiving notice that the actual rights holder disputes StreamNow's authority constitutes post-notice infringement and eliminates any residual argument that StreamNow acted in good faith. Under 17 U.S.C. § 504(c)(2), a court may increase an award of statutory damages to not more than $150,000 per work for willful infringement. StreamNow's refusal to cease exploiting Aurelius content after being put on notice of the rights holder's objection supports a finding of willfulness and, correspondingly, an enhanced statutory damages award.

The post-notice continuation also has implications for injunctive relief. StreamNow's demonstrated unwillingness to voluntarily cease infringement strengthens the case for preliminary and permanent injunctive relief under 17 U.S.C. § 502.

VII. Impact on Damages Analysis

A. Actual Damages and Infringer's Profits

Because MDD lacked any authority to license Aurelius content, and the CDA is void as to all 217 Aurelius-owned audiovisual works, all of StreamNow's revenue attributable to the exploitation of Aurelius content constitutes infringer's profits recoverable under 17 U.S.C. § 504(b). Under Section 504(b), a copyright owner is entitled to recover the actual damages suffered as a result of the infringement, as well as any additional profits of the infringer that are attributable to the infringement and are not taken into account in computing actual damages.

CipherTrace Analytics, a forensic accounting firm retained by Calderwood & Harkness LLP to analyze StreamNow's revenue attributable to the Aurelius titles, has completed a preliminary analysis attributing $38.6 million in total revenue to the 217 Aurelius works over the 22-month infringement period. This revenue is broken down as follows:

The subscription revenue figure reflects the portion of StreamNow's total subscription revenue that is apportionable to the Aurelius titles based on viewership data, title availability metrics, and industry-standard apportionment methodologies. The advertising revenue figure reflects revenue generated from advertising displayed in connection with the streaming of Aurelius titles on StreamNow's AVOD tier. The FAST channel sublicensing fees reflect the portion of fees received by StreamNow from its four FAST channel sublicensees that is attributable to bundles containing Aurelius content.

In addition to infringer's profits, Aurelius is entitled to recover its own actual damages — specifically, the licensing revenue that Aurelius lost as a result of StreamNow's unauthorized exploitation of its content. Aurelius's lost licensing revenue, calculated as the fair market value of a comparable arm's-length license for the 217 titles over the 22-month period in the relevant territories, is estimated at $14.2 million. This estimate is based on Aurelius's historical licensing rates, comparable transactions in the market, and the scope and duration of StreamNow's exploitation.

Hargrove Economic Consulting Group, an economic consulting firm retained to assess the overall damages, has prepared a preliminary apportioned net recoverable damages estimate of $41.3 million. This figure takes into account the infringer's profits, Aurelius's actual damages, adjustments to avoid double-counting (as required by Section 504(b)), and applicable deductions. The Hargrove estimate is preliminary and may be refined as additional information becomes available, including the full terms of the CDA, StreamNow's internal financial records, and downstream sublicensee revenues.

B. Statutory Damages

As an alternative to actual damages and infringer's profits, Aurelius may elect to recover statutory damages under 17 U.S.C. § 504(c). For the 189 timely-registered works, statutory damages are available at the copyright owner's election, regardless of the actual damages suffered or the infringer's actual profits.

Under Section 504(c)(1), statutory damages are available in an amount of not less than $750 and not more than $30,000 per work infringed, as the court considers just. However, under Section 504(c)(2), if the copyright owner sustains the burden of proving that the infringement was committed willfully, the court may increase the award of statutory damages to not more than $150,000 per work infringed.

For the 189 timely-registered Aurelius works, the maximum statutory damages for willful infringement would be calculated as follows:

189 works × $150,000 per work = $28,350,000

For comparative purposes, if the full catalog of 217 works were eligible for statutory damages (which the 28 late-registered works are not), the maximum would be:

217 works × $150,000 per work = $32,550,000

Because the actual damages theory yields a preliminary estimated recovery of $41.3 million — which exceeds the statutory damages alternative for the timely-registered works ($28,350,000) — the actual damages plus profits theory under Section 504(b) is likely the more advantageous remedial pathway for Aurelius. However, the availability of statutory damages provides Aurelius with a valuable alternative in the event that the actual damages and profits calculation proves difficult to sustain at trial. The election between statutory and actual damages need not be made until the conclusion of trial, and Aurelius should preserve both options.

C. Attorneys' Fees

Attorneys' fees are recoverable under 17 U.S.C. § 505 in the court's discretion for the 189 timely-registered works. The Supreme Court's decision in Kirtsaeng v. Crowne Albany Industries, Inc., 579 U.S. 197 (2016), established that the "objective unreasonableness" of the losing party's position is a significant factor — though not the sole factor — in the fee-shifting analysis. Additional factors include frivolousness, motivation, and the need in particular circumstances to advance considerations of compensation and deterrence.

The absence of any legitimate license underlying StreamNow's exploitation of Aurelius content, combined with the multiple due diligence red flags that StreamNow ignored, the sophistication and resources available to StreamNow, and StreamNow's post-notice continuation of infringement, all strongly support a finding that StreamNow's position was objectively unreasonable. These factors collectively strengthen the case for an award of attorneys' fees and costs under Section 505.

Moreover, to the extent that StreamNow's infringement is found to be willful, the case for fee-shifting is further enhanced, as courts routinely consider willfulness as a factor weighing in favor of attorneys' fee awards. The fee-shifting analysis should be addressed in further detail in the Pre-Suit Assessment Memorandum and the Damages Analysis Memorandum.

VIII. StreamNow's Contractual Remedies Against MDD

StreamNow may have contractual claims against MDD arising from the CDA. If the CDA contains representations and warranties by MDD regarding its ownership of or authority over the content, and if MDD breached those representations (as it clearly did by purporting to license content it had no right to distribute), StreamNow would have claims against MDD for breach of contract and breach of warranty. StreamNow may also have claims against MDD for fraud or fraudulent inducement, to the extent that MDD's representations regarding its rights were knowingly false.

However, StreamNow's ability to obtain a meaningful recovery from MDD is uncertain and likely limited. MDD is a single-member California LLC with no known institutional backing, no demonstrated revenue streams independent of its purported content distribution activities, and limited (likely negligible) assets. A judgment against MDD may prove difficult or impossible to collect. Ogilvie's personal liability may be limited by the LLC structure, although veil-piercing theories or direct claims against Ogilvie for fraud may provide avenues for reaching his personal assets.

Critically, StreamNow's potential contractual remedies against MDD do not diminish or affect Aurelius's claims against StreamNow for direct copyright infringement. As a matter of well-established copyright law, a defendant's contractual claims against its licensor do not constitute a defense to infringement. The infringer is liable to the copyright owner regardless of the infringer's contractual arrangements with third parties. See Nimmer on Copyright § 12.04[A]; see also Effects Assocs., Inc. v. Cohen, 908 F.2d 555, 558 (9th Cir. 1990) (noting that a licensee who discovers its license is invalid h

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Marcus Delgado, Partner, intellectual Property
FROM: Wendy Schultz, Senior Associate, intellectual Property
DATE: March 2, 2026
RE: Analysis of Purported Content Distribution Agreement Between Meridian Digital Distributors, LLC and StreamNow Holdings, Inc.
MATTER NO.: 1017-00003
CLIENT: Aurelius Global Media Group PLC
I. Executive Summary
This memorandum analyzes the purported "Content Distribution Agreement" (the "CDA") between Meridian Digital Distributors, LLC ("MDD") and StreamNow Holdings, Inc. ("StreamNow"), allegedly executed on March 15, 2024. The CDA was first brought to our client's attention through correspondence initiated by StreamNow's Vice President of Content Acquisition, Sandra Yee, in response to an inquiry from Aurelius's Senior Vice President of Content Licensing & Distribution, Raj Anantharam. This memorandum assesses the validity and legal effect of the CDA, evaluates StreamNow's potential defenses, and outlines the claims available to Aurelius Global Media Group PLC ("Aurelius") and its wholly-owned subsidiary, Aurelius Media Americas, Inc. ("AMA").
The CDA purportedly covers more than 350 titles, including 217 audiovisual works owned by Aurelius and/or AMA. These 217 works encompass 142 feature films and 75 television series comprising a total of 1,038 episodes, representing a significant portion of Aurelius's most commercially valuable content library. The scope of exploitation has been extensive: StreamNow has made these titles available to subscribers across 14 countries, generated an estimated $38.6 million in attributable revenue, and sublicensed content bundles containing Aurelius works to at least four third-party FAST (Free Ad-Supported Streaming Television) channel operators.
MDD is a California limited liability company (California Secretary of State File No. 202115729430) incorporated in late 2021. Its sole member and manager is Franklin Ogilvie, a former mid-level licensing manager at AMA whose employment ended on June 30, 2021. Ogilvie's departure was precipitated by an internal investigation into his unauthorized access to Aurelius's content management systems. His separation agreement, executed on June 30, 2021, contains a non-compete clause, a non-solicitation clause, and an explicit prohibition on the use of any Aurelius intellectual property. MDD was formed within months of Ogilvie's departure, and the formation and subsequent conduct of MDD are consistent with a deliberate strategy to monetize knowledge and materials obtained during Ogilvie's employment at AMA — in direct contravention of his contractual obligations.
The principal conclusion of this memorandum is as follows: MDD had no authority whatsoever — actual, implied, or apparent — to license, sublicense, or distribute any Aurelius-owned content. Aurelius's records unequivocally confirm that no license, sublicense, or distribution authority was ever granted to MDD. No officer, employee, or authorized representative of Aurelius or AMA executed any agreement with MDD. MDD does not appear in Aurelius's licensing database or authorized distributor registry. Accordingly, the CDA is void and of no legal effect as to all 217 Aurelius titles, and StreamNow's reliance on MDD's purported grant of rights does not constitute a valid defense to copyright infringement.
Furthermore, StreamNow's potential "innocent infringer" defense under 17 U.S.C. § 504(c)(2) fails given numerous due diligence red flags that StreamNow either ignored or failed to investigate. These red flags include Ogilvie's known or readily discoverable prior employment at AMA, the implausibility of a single-member LLC controlling distribution rights to a catalog of this magnitude and quality, StreamNow's failure to verify rights upstream with the actual rights holder, and StreamNow's continued exploitation of Aurelius content after receiving notice that its authority was challenged. StreamNow is a sophisticated, well-funded market participant that cannot credibly claim innocence under these circumstances. The facts support a finding of willful infringement entitling Aurelius to enhanced statutory damages and attorneys' fees.
II. Sources Reviewed
In preparing this memorandum, I have reviewed the following documents, records, and materials:
1. Email correspondence from Sandra Yee (StreamNow VP, Content Acquisition) to Raj Anantharam (Aurelius SVP, Content Licensing & Distribution), dated November 3, 2025, in which Yee claims that MDD's sublicense constitutes StreamNow's authority for the Aurelius content and references the CDA by title and purported execution date. This email is the primary document through which the existence and purported terms of the CDA have been communicated to Aurelius.
2. Publicly available California Secretary of State records for Meridian Digital Distributors, LLC (SOS File No. 202115729430), confirming Franklin Ogilvie as sole member and manager, registered address at 8912 Burton Way, Suite 200, Beverly Hills, CA 90211, with entity status listed as active as of our most recent review in February 2026.
3. Franklin Ogilvie Background Memorandum, prepared by Omar Siddiqui, Associate, dated February 22, 2026 (internal Calderwood & Harkness LLP work product), which details Ogilvie's professional history, his employment at AMA, the circumstances of his departure, and his post-employment activities including the formation of MDD.
4. Chain-of-Title Memorandum, prepared by Omar Siddiqui and reviewed by Wendy Schultz, dated February 25, 2026 (internal Calderwood & Harkness LLP work product), which confirms Aurelius's and AMA's ownership of all 217 audiovisual works at issue and traces the chain of title for each work from creation or acquisition through the present.
5. Copyright Registration Summary Report, prepared by Omar Siddiqui based on search results completed by Lexington IP Services, Inc. (contact: Marissa Chung) on January 22, 2026, which identifies the registration status of each of the 217 works, confirms timely registration for 189 titles, and identifies 28 titles registered between May 2024 and October 2025.
6. Aurelius internal records, including the Aurelius licensing database, authorized distributor registry, and correspondence files, all of which unequivocally confirm that no license, sublicense, or distribution authority was ever granted to MDD. These records were provided by and authenticated through the office of Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC.
7. Franklin Ogilvie Separation Agreement, dated June 30, 2021, executed between Ogilvie, on the one hand, and Aurelius Global Media Group PLC and Aurelius Media Americas, Inc., on the other hand. This agreement was provided by Fiona Hartwell, Aurelius General Counsel, and contains the non-compete, non-solicitation, and intellectual property use prohibitions discussed in detail below.
8. AMA Internal Investigation File regarding Ogilvie's unauthorized access to Aurelius's content management systems (2021), documenting the investigation conducted by AMA's internal audit and compliance team into Ogilvie's activities prior to his departure, including evidence of unauthorized downloads and exports of title metadata, licensing terms, and distribution records.
9. StreamNow Platform & Business Model Memorandum, prepared by Omar Siddiqui, dated February 28, 2026 (internal Calderwood & Harkness LLP work product), which describes StreamNow's corporate structure, business operations, content acquisition practices, distribution platform, revenue model, and relationships with downstream FAST channel operators.
I have also reviewed applicable provisions of the Copyright Act of 1976, as amended (17 U.S.C. §§ 101 et seq.), relevant case law, and treatise authority as cited throughout this memorandum. It should be noted that, as of the date of this memorandum, we have not obtained a copy of the CDA itself; our analysis is based on the representations made by Sandra Yee in her November 3, 2025 email and on StreamNow's observable conduct. Obtaining the full CDA will be a priority in pre-suit negotiations or early discovery.
III. Background on Meridian Digital Distributors, LLC
A. Formation and Corporate Details
Meridian Digital Distributors, LLC ("MDD") is a California limited liability company that was formed in late 2021. According to publicly available records maintained by the California Secretary of State, MDD was organized under California SOS File No. 202115729430. The timing of MDD's formation is significant: it occurred within months of Franklin Ogilvie's departure from Aurelius Media Americas, Inc. ("AMA") on June 30, 2021.
MDD's sole member and manager is Franklin Ogilvie. The entity has no other known members, managers, officers, or principals. MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, CA 90211. As of our most recent review of the California Secretary of State's business entity database in February 2026, MDD's entity status is listed as active, and its agent for service of process and designated office remain unchanged from the original filing.
MDD holds itself out publicly as a Los Angeles-based content aggregator and distributor, purporting to offer a diverse catalog of audiovisual content for licensing to digital platforms and streaming services. Despite these representations, MDD operates as a single-member LLC without any apparent institutional backing, meaningful capitalization, or established industry presence. There is no publicly available information indicating that MDD has been featured in industry trade publications, has participated in major content markets (such as MIPCOM, AFM, or the Cannes Film Festival), or maintains the type of industry relationships that would be expected of a legitimate distributor controlling a catalog of the magnitude and quality claimed by MDD. The entity's minimal corporate footprint stands in stark contrast to its purported control over hundreds of titles, including major studio franchise properties.
B. Franklin Ogilvie's Background and Connection to Aurelius
Franklin Ogilvie was employed at Aurelius Media Americas, Inc. as a mid-level licensing manager from approximately 2017 through June 30, 2021. During his tenure at AMA, Ogilvie was responsible for various aspects of content licensing administration and had access to Aurelius's internal content management systems. These systems contained sensitive proprietary information, including title metadata, licensing terms, deal structures, pricing history, distribution records, and information regarding Aurelius's business relationships with its distribution partners.
In 2021, AMA's internal audit and compliance team conducted an investigation into Ogilvie's activities after irregularities were detected in system access logs. The investigation revealed that Ogilvie had engaged in unauthorized access to Aurelius's content management systems, including the downloading and exporting of title metadata, licensing terms, and distribution records beyond the scope of his authorized duties. The nature and extent of this unauthorized access are detailed in the AMA Internal Investigation File. This investigation precipitated Ogilvie's departure from AMA.
Ogilvie's employment was terminated effective June 30, 2021. In connection with his departure, Ogilvie executed a separation agreement dated June 30, 2021, which is discussed in greater detail in Section V.C below. The separation agreement contained three provisions of particular relevance to this matter: (i) a non-compete clause restricting Ogilvie from engaging in competitive activity in the content licensing and distribution space for a specified period; (ii) a non-solicitation clause prohibiting Ogilvie from soliciting Aurelius's business relationships, including its distribution partners and licensees; and (iii) an explicit and unequivocal prohibition on the use of any Aurelius intellectual property, broadly defined to include copyrighted content, trademarks, trade secrets, proprietary data, and confidential business information.
The formation of MDD within months of Ogilvie's departure from AMA is, in our assessment, not coincidental. The timing, combined with the nature of the content MDD purported to license — including numerous Aurelius-owned properties with which Ogilvie would have been familiar from his employment — strongly suggests a deliberate strategy to leverage the knowledge, materials, and relationships obtained during his tenure at Aurelius in direct contravention of his contractual obligations. Ogilvie's prior access to Aurelius's content management systems would have provided him with the detailed title information, metadata, and licensing intelligence necessary to assemble a credible-appearing catalog and to engage with sophisticated platforms like StreamNow.
C. MDD's Relationship with Aurelius
Aurelius's records unequivocally confirm that Aurelius never granted MDD any license, sublicense, distribution authority, or other form of authorization over any Aurelius-owned content. This conclusion is supported by a thorough review of Aurelius's internal records, including:
• Aurelius's Licensing Database: MDD does not appear in Aurelius's licensing database, which is maintained by the Content Licensing & Distribution department under the supervision of Raj Anantharam and contains records of all content licenses granted by Aurelius and its subsidiaries worldwide. A comprehensive search of this database has returned no results for "Meridian Digital Distributors," "MDD," or "Franklin Ogilvie" in any capacity.
• Aurelius's Authorized Distributor Registry: MDD does not appear in Aurelius's authorized distributor registry, which is a separate system maintained by Aurelius's distribution operations team and lists all entities authorized to distribute Aurelius content in any territory or medium.
• Correspondence and Agreement Files: A review of Aurelius's correspondence files, executed agreements, and deal files has identified no communication, term sheet, letter of intent, agreement, or other document evidencing any business relationship between Aurelius (or AMA) and MDD.
• Confirmation from Aurelius General Counsel: Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC, has confirmed in writing that no authority of any kind was ever conferred on MDD with respect to any Aurelius-owned content. Ms. Hartwell's confirmation is based on her review of Aurelius's records and her personal knowledge of Aurelius's content licensing and distribution activities.
In sum, MDD is not and has never been an authorized distributor of Aurelius content. No officer, employee, or authorized representative of Aurelius or AMA has ever executed any agreement with MDD, granted MDD any permission to use Aurelius content, or represented to any third party that MDD has authority to deal in Aurelius content. The purported CDA between MDD and StreamNow was entered into without any authorization whatsoever from the actual rights holder.
IV. The Purported Content Distribution Agreement
A. Known Terms and Representations
As of the date of this memorandum, Calderwood & Harkness LLP has not obtained a copy of the purported Content Distribution Agreement between MDD and StreamNow. Our understanding of its terms and scope is derived primarily from the representations made by Sandra Yee, StreamNow's Vice President of Content Acquisition, in her email to Raj Anantharam dated November 3, 2025, as well as from StreamNow's observable conduct in exploiting Aurelius content on its platform.
According to Yee's November 3, 2025 email, StreamNow entered into a "Content Distribution Agreement" with MDD on or about March 15, 2024. Yee's email identifies the CDA by name, references its execution date, and asserts that the CDA provides StreamNow with authority to make the Aurelius titles available on its platform. Yee's email was sent in response to an informal inquiry from Raj Anantharam, who had contacted StreamNow upon learning that Aurelius content was appearing on the StreamNow platform without Aurelius's knowledge or authorization.
The CDA purportedly covers more than 350 titles. Of these, 217 are audiovisual works owned by Aurelius and/or AMA, comprising 142 feature films and 75 television series (the television series collectively comprising 1,038 individual episodes). The remaining titles in the purported catalog have not been the focus of our analysis and may include content to which MDD holds legitimate rights, content owned by other third parties without authorization, or content in the public domain. The composition of the non-Aurelius portion of the catalog may be relevant to assessing MDD's overall business model and the plausibility of its representations to StreamNow.
Based on Yee's email and StreamNow's observable conduct, the CDA apparently grants StreamNow the right to reproduce, distribute, and publicly perform the covered titles through StreamNow's streaming platform. StreamNow commenced making Aurelius titles available on its platform beginning approximately April 1, 2024, which is consistent with the alleged CDA execution date of March 15, 2024, and suggests a brief integration and onboarding period following execution.
Beyond Yee's email representations and StreamNow's platform conduct, the specific terms of the CDA — including its duration, territorial scope as stated, financial terms, representations and warranties, indemnification provisions, termination provisions, and other material terms — remain unknown. Obtaining the full CDA and all related documents (including any amendments, side letters, schedules, exhibits, and correspondence related to negotiation and execution) will be a priority in pre-suit negotiations or, if litigation is commenced, in early discovery. The full text of the CDA may contain additional information relevant to assessing StreamNow's state of mind, the adequacy of its due diligence, and the scope of its infringement.
B. Scope of Rights Purportedly Granted
Based on StreamNow's actual conduct in exploiting Aurelius content over the approximately 22-month period from April 1, 2024 through January 31, 2026, we can infer the scope of rights that the CDA purported to grant. StreamNow's exploitation of Aurelius content has encompassed the following activities:
(i) Reproduction: StreamNow reproduced Aurelius titles on its servers and content delivery infrastructure in order to make them available for streaming. This necessarily involved the creation of multiple digital copies, including master copies, transcoded versions for various quality levels and device types, and cached copies distributed across StreamNow's content delivery network.
(ii) Distribution: StreamNow distributed the Aurelius titles via streaming to subscribers across at least 14 countries, including the United States, Canada, and Australia. The geographic scope of exploitation suggests that the CDA purported to grant multi-territorial distribution rights encompassing major English-language markets and potentially additional territories.
(iii) Public Performance: StreamNow publicly performed the Aurelius titles through its subscription-based streaming service (SVOD) and its advertising-supported video-on-demand (AVOD) tier. Each instance of a subscriber or viewer accessing and watching an Aurelius title on the StreamNow platform constitutes a separate act of public performance.
(iv) Sublicensing: StreamNow sublicensed content bundles containing Aurelius titles to third-party FAST channel operators. The CDA apparently purported to grant StreamNow the right to sublicense — a right that, even in legitimate content distribution arrangements, is typically subject to significant restrictions and requires express authorization from the rights holder.
StreamNow in fact sublicensed bundles containing Aurelius content to at least four identified FAST channel operators:
(a) Brindoval Channel Networks, Inc., headquartered in Dallas, Texas;
(b) BrightLoop Media, LLC, headquartered in Miami, Florida;
(c) Velvet Stream Partners, LP, headquartered in Toronto, Ontario, Canada; and
(d) Pacific Lantern Digital Pty Ltd, headquartered in Sydney, New South Wales, Australia.
Each of these sublicensees, by reproducing, distributing, and publicly performing Aurelius content on their respective FAST channels without authorization, has also engaged in copyright infringement. The downstream sublicensing compounds the scope of harm to Aurelius and extends the unauthorized exploitation of its content to additional platforms and audiences.
If the CDA purported to grant such expansive rights — encompassing reproduction, distribution, public performance, and sublicensing across multiple territories and distribution channels — it would have had to be supported by an equally expansive underlying grant of authority from the actual rights holder. No such underlying grant existed. Aurelius never authorized MDD to grant any of these rights, and MDD's purported conveyance to StreamNow was therefore a nullity.
C. Key Franchises and Works Covered
Among the 217 Aurelius titles implicated in this matter, the CDA purportedly covered some of Aurelius's most commercially valuable and widely recognized properties. The inclusion of these marquee titles is significant both for the damages analysis and for the assessment of StreamNow's due diligence, as the prominence of these properties should itself have raised substantial red flags for any diligent content acquirer. The key franchises and works include:
The "Meridian" Franchise. The CDA purportedly covered all six films in the "Meridian" franchise, one of Aurelius's flagship theatrical properties. The six Meridian films have generated combined global theatrical box office revenue of approximately $1.43 billion, making the franchise one of the highest-grossing in Aurelius's portfolio. The Meridian franchise is widely recognized in the global marketplace, has been the subject of extensive marketing and publicity, and is closely identified with the Aurelius brand. Any party operating in the content distribution industry would reasonably be expected to recognize the Meridian franchise as an Aurelius property.
The "Iron Compass" Series. The CDA purportedly covered the "Iron Compass" television series, which consists of 4 seasons and 48 episodes. Iron Compass is one of the most successful drama series produced by Aurelius's television division, averaging 9.2 million viewers per episode in the United Kingdom during its initial broadcast run. The series has received critical acclaim and significant media attention, and it is widely associated with Aurelius in the industry.
The "Thornfield" Period Drama Catalog. The CDA purportedly covered 12 titles from the "Thornfield" period drama catalog, another prestigious component of Aurelius's content library. The Thornfield catalog has won a total of 7 BAFTA awards, establishing it as one of the most critically acclaimed collections in British television drama. These titles carry significant cultural prestige and commercial value.
The inclusion of these marquee, high-profile titles in MDD's purported catalog is noteworthy for several reasons. First, the commercial value of these properties means that any unauthorized exploitation causes substantial harm to Aurelius. Second, the prominence and wide recognition of these properties — particularly the Meridian franchise and the Iron Compass series — means that a sophisticated content acquirer like StreamNow should have recognized them as Aurelius properties and questioned how a single-member California LLC came to control their distribution rights. Third, the inclusion of these titles in MDD's catalog is consistent with Ogilvie's former access to Aurelius's content management systems, which would have provided him with detailed knowledge of Aurelius's title library, including its most valuable properties.
V. Legal Analysis: MDD's Lack of Authority
A. Nemo Dat Quod Non Habet — MDD Cannot Convey Rights It Does Not Hold
The analysis of MDD's authority to enter into the CDA begins with one of the most fundamental principles of property and intellectual property law: nemo dat quod non habet — one cannot give what one does not have. Under well-established principles of copyright law, a purported license from a party that does not own the copyright and has not been authorized by the copyright owner to grant licenses is void and confers no rights on the purported licensee. See, e.g., Gardner v. Sterling Reach Partners LLC, 279 F.3d 774, 780 (9th Cir. 2002) (a copyright owner's exclusive rights can only be transferred by the owner or by an authorized agent); Silvers v. Sony Pictures Entm't, Inc., 402 F.3d 881, 885 (9th Cir. 2005) (en banc).
The Copyright Act of 1976 vests in the owner of a copyright the exclusive rights enumerated in 17 U.S.C. § 106, including the rights of reproduction, distribution, public performance, and public display. These exclusive rights may be transferred or licensed by the copyright owner in accordance with 17 U.S.C. § 201(d), and an exclusive license must be in writing and signed by the owner of the rights conveyed, pursuant to 17 U.S.C. § 204(a). A purported transfer or license by a non-owner is without legal effect and does not convey any rights to the transferee or licensee.
Aurelius's chain of title has been confirmed for all 217 audiovisual works at issue, as detailed in the Chain-of-Title Memorandum prepared by Omar Siddiqui and reviewed by the undersigned, dated February 25, 2026. Aurelius and/or AMA hold all relevant U.S. copyrights in these works. Of the 217 works, 189 titles were timely registered with the U.S. Copyright Office (i.e., registered prior to the commencement of infringement or within three months of first publication), and 28 additional titles were registered between May 2024 and October 2025. The Copyright Registration Summary Report, based on the Lexington IP Services search completed on January 22, 2026, confirms the registration status of each title.
Because MDD does not own and has never been authorized to license any of the 217 Aurelius titles, MDD's purported grant of rights to StreamNow under the CDA is a nullity. The CDA, insofar as it purports to cover Aurelius content, is void ab initio and confers no rights whatsoever on StreamNow. StreamNow's reproduction, distribution, public performance, and sublicensing of Aurelius content therefore constitute unauthorized uses — i.e., copyright infringement — regardless of StreamNow's subjective belief regarding the validity of its purported license.
This principle is well established and has been consistently applied by courts in analogous situations. A licensee's good faith belief in the validity of its license does not create a defense to infringement when the licensor lacked authority; the proper remedy for a licensee in such circumstances is a breach of contract or warranty action against its licensor, not an assertion of rights against the copyright owner. See Nimmer on Copyright § 12.01[A]; see also Effects Assocs., Inc. v. Cohen, 908 F.2d 555, 557 (9th Cir. 1990).
B. No Agency, Apparent Authority, or Ratification
In anticipation that StreamNow may argue that MDD acted as Aurelius's agent or with apparent authority, or that Aurelius ratified MDD's actions, it is necessary to address each of these potential theories. None has merit.
No Actual Agency. MDD was never appointed as Aurelius's agent for any purpose. There is no agency agreement, appointment letter, power of attorney, or other document evidencing any agency relationship between Aurelius and MDD. Aurelius's records contain no evidence that any officer, director, or authorized representative of Aurelius or AMA ever communicated to MDD that it was authorized to act on Aurelius's behalf in any capacity. The existence of an actual agency relationship requires the principal's consent to the agent's acting on the principal's behalf, and such consent was never given here. See Restatement (Third) of Agency § 1.01 (2006).
No Implied Authority. Implied authority arises when a principal's conduct reasonably leads an agent to believe that the principal has granted authority for certain acts. There is no basis for any claim of implied authority here. MDD has never been an employee, contractor, affiliate, or authorized representative of Aurelius. Ogilvie's former employment at AMA does not create any residual implied authority after the termination of that employment, particularly where (as here) the former employee's separation agreement expressly prohibited the very conduct at issue.
No Apparent Authority. Apparent authority exists when a third party reasonably believes, based on the principal's manifestations, that the agent has authority to act on the principal's behalf. See Restatement (Third) of Agency § 2.03 (2006). Critically, apparent authority must be based on the principal's manifestations to the third party, not on the agent's own representations. Id. cmt. c. There is no evidence that Aurelius ever held MDD out as having authority to deal in Aurelius content. Aurelius has never listed MDD in any public-facing directory of authorized distributors, referenced MDD in any marketing materials, or communicated to StreamNow or any other third party that MDD was authorized to license Aurelius content. Any belief by StreamNow that MDD had authority was based solely on MDD's own representations — which cannot create apparent authority as a matter of law.
No Ratification. Ratification occurs when a principal, with knowledge of the material facts, affirms or adopts an agent's previously unauthorized act. See Restatement (Third) of Agency § 4.01 (2006). Aurelius has never ratified any transaction entered into by MDD. To the contrary, upon learning that Aurelius content was appearing on the StreamNow platform, Aurelius's Raj Anantharam promptly initiated an inquiry with StreamNow, and Aurelius retained Calderwood & Harkness LLP to investigate and pursue appropriate remedies. Aurelius's conduct is the opposite of ratification; it constitutes a prompt disavowal of MDD's unauthorized actions.
No Residual Authority from Former Employment. It bears emphasis that Ogilvie's former employment at AMA does not create any residual agency authority that survived the termination of his employment. Ogilvie's employment ended on June 30, 2021 — nearly three years before the CDA was purportedly executed. His separation agreement expressly terminated all of his responsibilities, authorities, and obligations arising from the employment relationship (except those provisions that, by their terms, survived termination, such as the non-compete, non-solicitation, and IP use prohibitions). There is no legal theory under which a former employee's prior access to company systems or knowledge of company business creates post-employment authority to license the company's intellectual property.
C. Ogilvie's Separation Agreement as Additional Barrier
The June 30, 2021 separation agreement between Franklin Ogilvie, on the one hand, and Aurelius Global Media Group PLC and Aurelius Media Americas, Inc., on the other hand, provides an additional and independently dispositive basis for concluding that MDD had no authority to license Aurelius content. The separation agreement explicitly includes the following restrictive provisions:
(i) Non-Compete Clause. The separation agreement prohibits Ogilvie from competing with Aurelius in the content licensing and distribution space for a specified period following the termination of his employment. Ogilvie's formation of MDD and his execution of the CDA with StreamNow — purporting to license content in the same market and to the same types of customers as Aurelius — constitute a direct violation of this non-compete obligation.
(ii) Non-Solicitation Clause. The separation agreement prohibits Ogilvie from soliciting Aurelius's business relationships, including its distribution partners, licensees, and customers. By approaching StreamNow — a streaming platform and potential Aurelius licensee — and offering to license content that includes Aurelius properties, Ogilvie violated this non-solicitation provision.
(iii) Prohibition on Use of Aurelius intellectual Property. Most critically, the separation agreement expressly bars Ogilvie from using any Aurelius intellectual property, broadly defined to include copyrighted content, trademarks, trade secrets, proprietary data, and confidential business information. Ogilvie's execution of the CDA with StreamNow, purporting to grant rights in 217 Aurelius-owned audiovisual works, constitutes a flagrant and unambiguous breach of this prohibition.
The existence of the separation agreement and its restrictive provisions are significant for multiple reasons. First, the provisions confirm that Aurelius took affirmative steps to protect its intellectual property when Ogilvie departed, making clear that Ogilvie had no authority to use Aurelius content after leaving the company. Second, Ogilvie's knowing violation of these provisions supports claims against Ogilvie and MDD for breach of contract, in addition to claims for copyright infringement, fraud, and related causes of action. Third, the separation agreement may be relevant to the damages analysis insofar as it demonstrates Ogilvie's willful and knowing misconduct.
Ogilvie's conduct in forming MDD and executing the CDA with StreamNow — purporting to license 217 Aurelius titles in direct violation of a separation agreement that expressly prohibited such activity — demonstrates a deliberate and premeditated scheme to exploit proprietary information and content obtained during his employment at AMA. This conduct further supports the claims against Ogilvie and MDD discussed in Section IX below, including claims for contributory copyright infringement, inducement of infringement, breach of contract, and fraud.
VI. Analysis of StreamNow's Potential "Innocent Infringer" Defense
A. Legal Standard for Innocent Infringer Under 17 U.S.C. § 504(c)(2)
StreamNow may attempt to invoke the "innocent infringer" provision of the Copyright Act to mitigate its damages exposure. Under 17 U.S.C. § 504(c)(2), a court, in its discretion, may reduce an award of statutory damages to not less than $200 per work infringed if the infringer sustains the burden of proving that it "was not aware and had no reason to believe that his or her acts constituted an infringement of copyright."
The innocent infringer mitigation is an affirmative defense; the burden rests on the infringer to establish both subjective unawareness and the objective reasonableness of that unawareness. Courts have applied this standard with rigor, requiring the infringer to demonstrate that it exercised reasonable care and diligence in investigating its right to use the copyrighted work. See, e.g., D.C. Comics Inc. v. Mini Gift Shop, 912 F.2d 29, 35 (2d Cir. 1990); BMG Rights Mgmt. (US) LLC v. Cox Commc'ns, Inc., 881 F.3d 293, 312-13 (4th Cir. 2018).
Critically, however, when the infringed works bear a proper copyright notice in accordance with 17 U.S.C. § 401, the innocent infringer defense is substantially limited. Section 401(d) provides:
"If a notice of copyright in the form and position specified by this section appears on the published copy or copies to which a defendant in a copyright infringement suit had access, then no weight shall be given to such a defendant's interposition of a defense based on innocent infringement in mitigation of actual or statutory damages."
The Aurelius works at issue bear proper copyright notices. Accordingly, for the 189 timely-registered titles, the innocent infringer mitigation under Section 504(c)(2) is effectively foreclosed by Section 401(d). StreamNow cannot claim that it was unaware of copyright protection when the works themselves provided notice of that protection.
Even setting aside the legal bar imposed by Section 401(d), StreamNow's innocent infringer argument fails on the facts. As discussed in detail below, StreamNow's claim to have reasonably relied on MDD's representations is contradicted by multiple due diligence red flags that StreamNow either ignored or failed to investigate.
B. Due Diligence Red Flags That StreamNow Ignored or Failed to Investigate
StreamNow's claim to have acted as an innocent infringer — i.e., that it was not aware and had no reason to believe that its exploitation of Aurelius content constituted copyright infringement — fails for multiple independently sufficient reasons. Each of the following red flags, standing alone, would be sufficient to defeat an innocent infringer defense; taken together, they present an overwhelming case that StreamNow either knew or should have known that MDD lacked authority to license Aurelius content.
1. Ogilvie's Former Employment at Aurelius Was Known or Readily discoverable. Franklin Ogilvie previously served as a licensing manager at Aurelius Media Americas, Inc., the U.S. subsidiary of Aurelius Global Media Group PLC — one of the world's largest and most prominent media companies. Ogilvie's professional history is readily discoverable through standard background checks, professional networking profiles (such as Westmark Health IT), and industry databases. Indeed, Ogilvie's connection to Aurelius is precisely the type of information that a competent content acquisition team would discover and evaluate as a matter of routine diligence when assessing a potential content supplier.
Any reasonable content acquirer conducting due diligence on a counterparty offering 350+ titles — including major studio franchise properties bearing the imprint of a globally recognized media company — would have investigated the principal's professional background and discovered Ogilvie's prior employment at AMA. This discovery should have triggered immediate and serious questions: How did a former mid-level licensing manager at AMA come to control distribution rights to a catalog of Aurelius properties? Was his departure from AMA amicable? Did he retain any contractual obligations to Aurelius? Did he have authorization from Aurelius to distribute its content? A simple inquiry to Aurelius would have answered these questions and revealed that MDD had no authority.
The fact that StreamNow either failed to conduct this basic background check or conducted it and failed to follow up on the obvious red flag presented by Ogilvie's Aurelius connection is inconsistent with the exercise of reasonable care and diligence.
2. The Scale and Quality of MDD's Purported Catalog Was Implausible. The sheer scale and quality of MDD's purported content catalog should have raised immediate suspicion. MDD — a single-member California LLC formed in late 2021 by a former mid-level licensing manager — purported to control distribution rights for more than 350 titles, including major franchise properties with combined global theatrical box office revenue exceeding $1.43 billion (for the Meridian franchise alone), critically acclaimed television series with audiences in the millions, and award-winning drama collections.
A legitimate distributor controlling a catalog of this magnitude and quality would be well-known in the content distribution industry. Such an entity would have established relationships with major studios, a significant operational infrastructure, a substantial workforce, and a track record of successful content distribution deals. It would be featured in industry trade publications, would participate in major content markets, and would be readily identifiable by industry participants.
MDD exhibits none of these characteristics. It is a single-member LLC operating from a Beverly Hills office suite, with no publicly known employees beyond its sole member, no established industry profile, and no verifiable history of content distribution at scale. The notion that such an entity legitimately controls the distribution rights to one of the world's most valuable content libraries — including franchise properties worth billions of dollars at the box office — strains credulity. A reasonable content acquirer would have recognized this implausibility and demanded rigorous verification of MDD's claimed rights before proceeding with a deal of this magnitude.
StreamNow is not a naive or unsophisticated market participant. With fiscal year 2025 revenue of approximately $312 million and the backing of Pinnacle Ventures Fund III, LP, which invested $145 million in StreamNow's June 2022 Series C financing round, StreamNow is a well-funded, professionally managed company with the resources and expertise to conduct thorough due diligence on its content suppliers. The implausibility of MDD's catalog should have been immediately apparent to StreamNow's experienced content acquisition team.
3. Failure to Verify Rights upstream. Standard industry practice for content acquisition at the scale and value involved in this transaction requires verification of the licensor's chain of title — that is, independent confirmation that the licensor actually holds the rights it purports to grant. This practice is not merely a matter of best practice or industry custom; it is a fundamental component of reasonable due diligence that any sophisticated content acquirer is expected to undertake before acquiring rights worth millions of dollars.
Chain-of-title verification typically involves one or more of the following steps: (i) reviewing the licensor's underlying agreements and chain-of-title documentation; (ii) conducting independent copyright searches to confirm the identity of the rights holder; (iii) contacting the upstream rights holder directly to confirm the licensor's authority; and (iv) obtaining representations and warranties from the licensor, backed by meaningful indemnification, regarding ownership and authority.
Sandra Yee, StreamNow's Vice President of Content Acquisition, would — or should — be familiar with these requirements. As the senior executive responsible for StreamNow's content acquisition activities, Yee is expected to ensure that StreamNow obtains valid rights to the content it acquires and that appropriate due diligence is conducted on content suppliers. A simple inquiry to Aurelius or AMA — the rights holder whose name appears on the copyright notices of the works, whose name is associated with the works in public copyright registration records, and whose name is widely known as the producer and distributor of the works — would have immediately revealed that MDD had no authority to license the Aurelius content.
There is no indication that StreamNow made any effort to verify MDD's claimed rights with the actual rights holder. This failure is particularly egregious given the scale of the transaction (350+ titles, including major franchise properties), the identity of the content (works clearly identifiable as Aurelius properties), and the characteristics of the counterparty (a single-member LLC with no established industry presence).
4. Absence of Customary Representations and Warranties. Standard content distribution agreements in the entertainment industry include robust representations and warranties from the licensor regarding its ownership of the content, its authority to grant the rights being licensed, the absence of conflicting rights or encumbrances, and the licensor's compliance with applicable law. These representations are typically accompanied by comprehensive indemnification provisions under which the licensor agrees to defend and hold harmless the licensee against claims arising from breaches of these representations.
While we have not yet obtained the full CDA and therefore cannot assess whether it contains such provisions, even if it does, the presence of contractual representations and warranties from MDD cannot override the fundamental absence of actual rights. Representations and warranties are contractual promises; they do not create substantive intellectual property rights where none exist. A purported license from a party that lacks authority remains void regardless of the representations made in the licensing agreement. See Nimmer on Copyright § 10.03[A].
Moreover, reliance on contractual representations from a single-member LLC with no demonstrable assets, no established industry track record, and no institutional backing is commercially unreasonable. In the event of a breach of representations by MDD — which has in fact occurred — StreamNow's remedy would be a breach of contract or warranty claim against MDD. However, MDD's likely lack of meaningful assets makes any recovery from MDD uncertain at best. A sophisticated content acquirer like StreamNow should have recognized this risk and conducted independent verification of MDD's rights rather than relying solely on contractual representations from an entity with limited creditworthiness and a questionable provenance.
5. Duration and Scale of Infringement. The duration and scale of StreamNow's unauthorized exploitation of Aurelius content further undermine any claim of innocence. StreamNow exploited 217 Aurelius titles over an approximately 22-month period, from approximately April 1, 2024 through at least January 31, 2026. During this period, StreamNow generated an estimated $38.6 million in revenue attributable to the Aurelius titles, including $22.4 million in subscription revenue, $9.7 million in advertising revenue, and $6.5 million in FAST channel sublicensing fees.
StreamNow's exploitation was not limited to making the Aurelius titles available on its own platform. StreamNow sublicensed content bundles containing Aurelius titles to at least four downstream FAST channel operators — Brindoval Channel Networks, Inc., BrightLoop Media, LLC, Velvet Stream Partners, LP, and Pacific Lantern Digital Pty Ltd — thereby extending the unauthorized exploitation of Aurelius content to additional platforms, audiences, and geographic markets.
The scale of this exploitation — encompassing 14 countries, multiple distribution channels (SVOD, AVOD, and FAST), and downstream sublicensing — demonstrates that the Aurelius content was not an incidental or minor component of StreamNow's offerings. Rather, the Aurelius content, including marquee franchise properties like Meridian and Iron Compass, was a core element of StreamNow's content strategy and a significant driver of subscriber acquisition and revenue generation. This level of commercial reliance on a catalog obtained from a previously unknown single-member LLC is inconsistent with the exercise of reasonable care and supports the conclusion that StreamNow prioritized the commercial opportunity over the due diligence that a reasonable content acquirer would have conducted.
C. StreamNow's Sophistication and Resources Undermine "Innocence"
The innocent infringer defense must be evaluated in light of the infringer's sophistication, resources, and industry position. StreamNow is not a small startup or an unsophisticated operator unfamiliar with the complexities of content licensing. To the contrary, StreamNow is a well-funded, professionally managed company with substantial resources, experienced leadership, and access to sophisticated legal counsel.
StreamNow Holdings, Inc. is a Delaware corporation (Delaware Secretary of State File No. 7291843), headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, CA 90010. StreamNow is majority-owned by Pinnacle Ventures Fund III, LP, a venture capital fund that holds approximately 62% of StreamNow's equity on a fully diluted basis. Pinnacle Ventures invested $145 million in StreamNow's Series C financing round, which closed in June 2022. StreamNow reported fiscal year 2025 revenue of approximately $312 million, reflecting its status as a significant player in the digital content distribution market.
StreamNow's management team includes experienced professionals who should understand the fundamentals of content licensing and the importance of due diligence in content acquisition:
• Derek Calloway, Chief Executive Officer;
• Priya Menon, Chief Operating Officer;
• Tobias Rennert, General Counsel; and
• Sandra Yee, Vice President, Content Acquisition.
Each of these individuals occupies a senior role with direct or indirect responsibility for ensuring that StreamNow's content acquisition activities are conducted lawfully and in accordance with industry standards. Tobias Rennert, as General Counsel, bears particular responsibility for overseeing the legal aspects of content acquisition, including the review and approval of content licensing agreements and the assessment of counterparty risk. Sandra Yee, as VP of Content Acquisition, is the executive directly responsible for identifying, evaluating, and securing content for StreamNow's platform.
StreamNow is further represented by external counsel — Grantham Roth & Pearce LLP, specifically Victoria Langford, Partner in the firm's IP Litigation practice, and Brian Matsuda, Associate. Grantham Roth & Pearce LLP is a sophisticated law firm with established expertise in intellectual property and entertainment law. StreamNow's access to both in-house and outside counsel capable of advising on content licensing matters further undercuts any claim that StreamNow lacked the resources or expertise to conduct adequate due diligence on MDD's purported rights.
A company of this caliber — with $312 million in annual revenue, $145 million in venture capital backing, experienced in-house counsel, sophisticated outside counsel, and a dedicated content acquisition executive — cannot credibly claim that it was an innocent infringer when acquiring a catalog of 350+ titles, including marquee studio franchise properties, from a previously unknown single-member LLC operated by a former employee of the rights holder. The resources, expertise, and professional responsibilities of StreamNow's management and legal teams establish that StreamNow was in a position to identify and investigate the red flags associated with the MDD transaction and that its failure to do so was, at minimum, negligent and potentially willful.
D. Post-Notice Continuation of Infringement
StreamNow's continued exploitation of Aurelius content after receiving notice that its authority was challenged further eliminates any residual argument of good faith and supports a finding of willfulness.
Raj Anantharam, Aurelius's SVP of Content Licensing & Distribution, initiated an informal inquiry with StreamNow upon discovering that Aurelius content was appearing on the StreamNow platform without authorization. Sandra Yee responded to this inquiry on November 3, 2025, claiming that StreamNow's authority derived from the CDA with MDD. However, despite having been put on notice that Aurelius — the actual rights holder — was challenging StreamNow's authority to distribute the content, the Aurelius titles remained available on StreamNow's platform.
As of the most recent review conducted by our team, Aurelius content continued to be accessible on StreamNow's platform and on the FAST channels operated by StreamNow's sublicensees. StreamNow has not taken any apparent steps to remove, disable access to, or otherwise cease its exploitation of Aurelius content in response to Anantharam's inquiry or any subsequent communication.
StreamNow's continued exploitation of Aurelius content after receiving notice that the actual rights holder disputes StreamNow's authority constitutes post-notice infringement and eliminates any residual argument that StreamNow acted in good faith. Under 17 U.S.C. § 504(c)(2), a court may increase an award of statutory damages to not more than $150,000 per work for willful infringement. StreamNow's refusal to cease exploiting Aurelius content after being put on notice of the rights holder's objection supports a finding of willfulness and, correspondingly, an enhanced statutory damages award.
The post-notice continuation also has implications for injunctive relief. StreamNow's demonstrated unwillingness to voluntarily cease infringement strengthens the case for preliminary and permanent injunctive relief under 17 U.S.C. § 502.
VII. Impact on Damages Analysis
A. Actual Damages and Infringer's Profits
Because MDD lacked any authority to license Aurelius content, and the CDA is void as to all 217 Aurelius-owned audiovisual works, all of StreamNow's revenue attributable to the exploitation of Aurelius content constitutes infringer's profits recoverable under 17 U.S.C. § 504(b). Under Section 504(b), a copyright owner is entitled to recover the actual damages suffered as a result of the infringement, as well as any additional profits of the infringer that are attributable to the infringement and are not taken into account in computing actual damages.
CipherTrace Analytics, a forensic accounting firm retained by Calderwood & Harkness LLP to analyze StreamNow's revenue attributable to the Aurelius titles, has completed a preliminary analysis attributing $38.6 million in total revenue to the 217 Aurelius works over the 22-month infringement period. This revenue is broken down as follows:
The subscription revenue figure reflects the portion of StreamNow's total subscription revenue that is apportionable to the Aurelius titles based on viewership data, title availability metrics, and industry-standard apportionment methodologies. The advertising revenue figure reflects revenue generated from advertising displayed in connection with the streaming of Aurelius titles on StreamNow's AVOD tier. The FAST channel sublicensing fees reflect the portion of fees received by StreamNow from its four FAST channel sublicensees that is attributable to bundles containing Aurelius content.
In addition to infringer's profits, Aurelius is entitled to recover its own actual damages — specifically, the licensing revenue that Aurelius lost as a result of StreamNow's unauthorized exploitation of its content. Aurelius's lost licensing revenue, calculated as the fair market value of a comparable arm's-length license for the 217 titles over the 22-month period in the relevant territories, is estimated at $14.2 million. This estimate is based on Aurelius's historical licensing rates, comparable transactions in the market, and the scope and duration of StreamNow's exploitation.
Hargrove Economic Consulting Group, an economic consulting firm retained to assess the overall damages, has prepared a preliminary apportioned net recoverable damages estimate of $41.3 million. This figure takes into account the infringer's profits, Aurelius's actual damages, adjustments to avoid double-counting (as required by Section 504(b)), and applicable deductions. The Hargrove estimate is preliminary and may be refined as additional information becomes available, including the full terms of the CDA, StreamNow's internal financial records, and downstream sublicensee revenues.
B. Statutory Damages
As an alternative to actual damages and infringer's profits, Aurelius may elect to recover statutory damages under 17 U.S.C. § 504(c). For the 189 timely-registered works, statutory damages are available at the copyright owner's election, regardless of the actual damages suffered or the infringer's actual profits.
Under Section 504(c)(1), statutory damages are available in an amount of not less than $750 and not more than $30,000 per work infringed, as the court considers just. However, under Section 504(c)(2), if the copyright owner sustains the burden of proving that the infringement was committed willfully, the court may increase the award of statutory damages to not more than $150,000 per work infringed.
For the 189 timely-registered Aurelius works, the maximum statutory damages for willful infringement would be calculated as follows:
189 works × $150,000 per work = $28,350,000
For comparative purposes, if the full catalog of 217 works were eligible for statutory damages (which the 28 late-registered works are not), the maximum would be:
217 works × $150,000 per work = $32,550,000
Because the actual damages theory yields a preliminary estimated recovery of $41.3 million — which exceeds the statutory damages alternative for the timely-registered works ($28,350,000) — the actual damages plus profits theory under Section 504(b) is likely the more advantageous remedial pathway for Aurelius. However, the availability of statutory damages provides Aurelius with a valuable alternative in the event that the actual damages and profits calculation proves difficult to sustain at trial. The election between statutory and actual damages need not be made until the conclusion of trial, and Aurelius should preserve both options.
C. Attorneys' Fees
Attorneys' fees are recoverable under 17 U.S.C. § 505 in the court's discretion for the 189 timely-registered works. The Supreme Court's decision in Kirtsaeng v. Crowne Albany Industries, Inc., 579 U.S. 197 (2016), established that the "objective unreasonableness" of the losing party's position is a significant factor — though not the sole factor — in the fee-shifting analysis. Additional factors include frivolousness, motivation, and the need in particular circumstances to advance considerations of compensation and deterrence.
The absence of any legitimate license underlying StreamNow's exploitation of Aurelius content, combined with the multiple due diligence red flags that StreamNow ignored, the sophistication and resources available to StreamNow, and StreamNow's post-notice continuation of infringement, all strongly support a finding that StreamNow's position was objectively unreasonable. These factors collectively strengthen the case for an award of attorneys' fees and costs under Section 505.
Moreover, to the extent that StreamNow's infringement is found to be willful, the case for fee-shifting is further enhanced, as courts routinely consider willfulness as a factor weighing in favor of attorneys' fee awards. The fee-shifting analysis should be addressed in further detail in the Pre-Suit Assessment Memorandum and the Damages Analysis Memorandum.
VIII. StreamNow's Contractual Remedies Against MDD
StreamNow may have contractual claims against MDD arising from the CDA. If the CDA contains representations and warranties by MDD regarding its ownership of or authority over the content, and if MDD breached those representations (as it clearly did by purporting to license content it had no right to distribute), StreamNow would have claims against MDD for breach of contract and breach of warranty. StreamNow may also have claims against MDD for fraud or fraudulent inducement, to the extent that MDD's representations regarding its rights were knowingly false.
However, StreamNow's ability to obtain a meaningful recovery from MDD is uncertain and likely limited. MDD is a single-member California LLC with no known institutional backing, no demonstrated revenue streams independent of its purported content distribution activities, and limited (likely negligible) assets. A judgment against MDD may prove difficult or impossible to collect. Ogilvie's personal liability may be limited by the LLC structure, although veil-piercing theories or direct claims against Ogilvie for fraud may provide avenues for reaching his personal assets.
Critically, StreamNow's potential contractual remedies against MDD do not diminish or affect Aurelius's claims against StreamNow for direct copyright infringement. As a matter of well-established copyright law, a defendant's contractual claims against its licensor do not constitute a defense to infringement. The infringer is liable to the copyright owner regardless of the infringer's contractual arrangements with third parties. See Nimmer on Copyright § 12.04[A]; see also Effects Assocs., Inc. v. Cohen, 908 F.2d 555, 558 (9th Cir. 1990) (noting that a licensee who discovers its license is invalid h

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