MEMORANDUM

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT PREPARED AT THE DIRECTION OF COUNSEL IN ANTICIPATION OF LITIGATION
TO: Marcus Delgado, Partner; Wendy Schultz, Senior Associate
FROM: Omar Siddiqui, Associate
DATE: February 28, 2026
RE: StreamNow Holdings, Inc. — Platform & Business Model Analysis
MATTER NO.: 1017-00003
CLIENT: Aurelius Global Media Group PLC
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I. Purpose and Scope
This memorandum provides a comprehensive analysis of StreamNow Holdings, Inc.'s corporate structure, business model, platform operations, revenue streams, and content acquisition practices. It has been prepared in connection with the pre-suit copyright infringement assessment being conducted on behalf of our client, Aurelius Global Media Group PLC ("Aurelius" or "AGMG"), against StreamNow Holdings, Inc. ("StreamNow" or "SNH"). The analysis set forth herein is intended to inform the litigation team's evaluation of Aurelius's claims under 17 U.S.C. §§ 106 and 501, as well as the applicability — or, as we conclude, inapplicability — of the Digital Millennium Copyright Act ("DMCA") § 512 safe harbor defense that StreamNow may seek to assert.
This memorandum is organized to address the following key areas: (i) StreamNow's corporate formation, ownership, and leadership; (ii) the fundamental architecture of StreamNow's business model, including its "super-aggregator" approach to content distribution; (iii) an analysis of StreamNow's revenue streams and the specific revenues attributable to Aurelius-owned content; (iv) StreamNow's content acquisition practices, including its reliance on Meridian Digital Distributors, LLC ("MDD") as a purported intermediary licensor; (v) StreamNow's sublicensing of Aurelius content to downstream Free Ad-Supported Streaming Television ("FAST") channel operators; (vi) the inapplicability of the DMCA § 512 safe harbor to StreamNow's business model; and (vii) the implications of this analysis for the claims Aurelius intends to bring.
The sources upon which this memorandum relies include publicly available corporate filings, market intelligence data, the forensic analysis conducted by CipherTrace Analytics, LLC ("CipherTrace"), email correspondence dated November 3, 2025 from Sandra Yee (StreamNow's Vice President of Content Acquisition) to Raj Anantharam (Aurelius's Senior Vice President, Content Licensing & Distribution), Aurelius's internal corporate and licensing records, and corporate registry filings from the Delaware Division of Corporations and the California Secretary of State. Where this memorandum draws upon the CipherTrace forensic data, it provides summary figures; the underlying data tables, methodological detail, and supporting analyses are maintained in the CipherTrace Forensic Analysis Summary filed separately in the matter file and cross-referenced in Appendix D.
This memorandum does not independently address the full legal analysis of willfulness, the detailed chain-of-title investigation into MDD, or the comprehensive DMCA § 512 safe harbor legal briefing, each of which is the subject of a separate companion memorandum. However, this memorandum identifies and discusses the factual predicates that will inform those analyses and cross-references the companion memoranda where appropriate.
II. Corporate Structure and Ownership
A. Formation and Basic Corporate Information
StreamNow Holdings, Inc. is a corporation organized and existing under the laws of the State of Delaware. The company was incorporated in 2019 and is registered with the Delaware Division of Corporations under File Number 7291843. A copy of StreamNow's corporate registry filing is attached hereto as Appendix A.
StreamNow's registered agent in Delaware is Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The company maintains its principal place of business and corporate headquarters at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. StreamNow is a privately held company and is not publicly traded on any securities exchange. As a private company, StreamNow is not subject to the reporting requirements of the Securities Exchange Act of 1934, and consequently, detailed financial information — including audited financial statements, capitalization tables, and revenue disclosures — is not publicly available in the manner that would be the case for a publicly traded entity. This limitation has necessitated reliance on market intelligence estimates and forensic analysis, as discussed further in Section IV below.
B. Key Officers and Leadership
Based on publicly available information, including corporate filings, professional networking profiles, press releases, and industry reporting, the following individuals serve in key leadership positions at StreamNow:
Derek Calloway serves as Chief Executive Officer and Co-Founder. Calloway is responsible for the overall strategic direction of the company and, based on public statements and press coverage, has been the principal spokesperson for StreamNow in industry forums and media appearances. Calloway's background, according to publicly available biographical information, includes prior experience at several technology and digital media companies in the Los Angeles area.
Priya Menon serves as Chief Operating Officer and Co-Founder. Menon oversees StreamNow's day-to-day operations, including platform technology, content delivery infrastructure, and operational scaling. Menon has been identified in industry publications as the primary architect of StreamNow's multi-territory expansion strategy.
Tobias Rennert serves as General Counsel. Rennert is responsible for StreamNow's legal affairs, including intellectual property matters, content licensing agreements, regulatory compliance, and corporate governance. The extent of Rennert's personal involvement in the review and approval of the MDD Content Distribution Agreement at issue in this matter is not yet known and will be a subject of discovery.
Sandra Yee serves as Vice President of Content Acquisition. Yee is the primary executive responsible for StreamNow's content sourcing and licensing activities. As discussed in detail in Section V below, Yee authored the November 3, 2025 email to Raj Anantharam in which she represented that StreamNow obtained Aurelius content through a sublicense from MDD. Yee's role places her at the center of the content acquisition chain that is the subject of this analysis.
StreamNow has retained outside litigation counsel at Grantham Roth & Pearce LLP, located at 555 South Flower Street, Suite 4200, Los Angeles, California 90071. The lead partner handling intellectual property litigation matters for StreamNow is Victoria Langford, who specializes in IP litigation. She is assisted by Brian Matsuda, an associate at the firm. The retention of Grantham Roth & Pearce was identified through publicly available court filings in unrelated matters in which the firm appeared on behalf of StreamNow, as well as through industry counsel directories. The fact that StreamNow has retained experienced IP litigation counsel suggests that the company has anticipated the possibility of intellectual property disputes and may have received legal advice regarding its content acquisition practices and potential exposure.
C. Ownership and Capitalization
StreamNow's majority equity holder is Pinnacle Ventures Fund III, LP ("Pinnacle Fund III" or "Pinnacle"), a San Francisco-based growth equity fund headquartered at 101 California Street, Suite 3500, San Francisco, California 94111. The general partner of Pinnacle Fund III is Pinnacle Ventures Management III, LLC, a Delaware limited liability company. The Managing Partner of Pinnacle Ventures is Howard Cheng.
Pinnacle holds approximately sixty-two percent (62%) of StreamNow's fully diluted equity. This majority stake was acquired in connection with Pinnacle's lead investment in StreamNow's $145 million Series C financing round, which closed in June 2022. Publicly available information regarding the Series C round is summarized in Appendix B. The $145 million Series C investment represented a significant capital infusion that, based on contemporaneous industry reporting, was intended to fund StreamNow's expansion into new territories, the scaling of its content acquisition operations, and investment in platform technology and infrastructure.
The remaining equity in StreamNow is held by the company's co-founders, Derek Calloway and Priya Menon, as well as by early-stage investors who participated in prior financing rounds and by employees holding stock options pursuant to StreamNow's equity incentive plan. The precise allocation of equity among these remaining holders is not fully publicly available and would need to be determined through discovery or other investigative means.
Pinnacle's majority ownership and substantial capital investment in StreamNow carry several implications that are significant for the pending litigation:
Financial Capacity. Pinnacle's $145 million investment and its continued majority ownership suggest that StreamNow has significant financial resources at its disposal. This bears directly on StreamNow's capacity to satisfy a damages judgment. A company backed by a $145 million growth equity investment from a sophisticated institutional investor is not a thinly capitalized entity that could claim inability to pay a substantial award. To the extent that StreamNow's total estimated FY2025 revenue of $312 million (discussed in Section IV) is accurate, the company's financial profile further reinforces this conclusion.
Institutional Oversight and Due Diligence. Pinnacle is a sophisticated growth equity fund with experienced management. As a majority equity holder, Pinnacle would typically exercise significant governance rights, including board representation, approval rights over material contracts, and oversight of the company's operations and risk management practices. The level of institutional oversight that Pinnacle exercises — or should have exercised — over StreamNow's content acquisition practices is a potentially relevant consideration. A company with a majority institutional investor of Pinnacle's sophistication would be expected to maintain robust compliance and risk management frameworks, including procedures to verify the provenance and legitimacy of content rights acquired from third-party intermediaries. The apparent failure of such procedures in connection with the MDD agreement raises questions that may warrant further investigation.
III. Business Model Overview
A. The "Super-Aggregator" Model
StreamNow operates under what the industry characterizes as a streaming "super-aggregator" model. Under this model, StreamNow does not primarily function as a content production studio. Rather, its core value proposition is the aggregation of content from multiple studios, independent distributors, production companies, and other content providers into a single, unified platform interface accessible to consumers through StreamNow's proprietary application and website.
The super-aggregator model is premised on the idea that consumers value the convenience of accessing a broad and diverse content library from a single subscription or platform, rather than maintaining multiple individual subscriptions or purchasing content on a title-by-title basis. StreamNow acquires distribution rights — or, as is the central issue in this matter, purports to acquire distribution rights — from third-party licensors and aggregates the resulting content into a curated library presented to the end user.
StreamNow's platform presents its curated content libraries organized by genre, franchise, thematic collection, and editorial recommendation. The platform interface features algorithmically and editorially generated recommendation engines that highlight specific titles, create themed collections (e.g., "Award-Winning Dramas," "Action Franchises," "New Arrivals"), and guide consumer viewing behavior. StreamNow exercises substantial editorial control over catalog selection at every stage of the content lifecycle on its platform. Specifically, StreamNow determines which titles are accepted into its catalog; how those titles are categorized within the platform's genre and thematic taxonomy; which titles receive featured placement on the platform's home screen, genre pages, and promotional banners; the timing and sequencing of title availability; and which titles are included in marketing campaigns and promotional communications to subscribers.
This level of active curation and editorial judgment is a critical distinguishing characteristic of StreamNow's business model. StreamNow is not a passive hosting platform that merely provides storage space for content uploaded by users. Nor is it a user-generated content site where individual users post, share, or stream their own content. StreamNow makes affirmative, editorial decisions about what content to acquire, how to present it, and how to monetize it. As discussed in Section VII below, this distinction is central to the analysis of whether StreamNow can claim the protection of the DMCA § 512 safe harbor.
B. Platform Tiers and Consumer Offering
StreamNow offers content to consumers through at least two distinct consumer-facing tiers, each of which generates its own revenue stream:
Subscription Video on Demand (SVOD). StreamNow's primary consumer offering is a monthly subscription service that provides subscribers with access to the full curated content library. Subscription pricing varies by territory and, based on publicly available pricing information, ranges from approximately $7.99 to $14.99 per month in the United States, depending on the plan tier selected (e.g., standard definition versus high definition, single-screen versus multi-screen). StreamNow controls all aspects of subscription pricing, including the establishment of pricing tiers, the setting of rates within each tier, and the implementation of pricing changes. Subscription revenue constitutes the largest single component of StreamNow's total revenue.
Advertising-Supported Video on Demand (AVOD). StreamNow also offers a free or reduced-price tier that is supported by advertising revenue. Under this model, consumers can access a subset of the curated library — or, in some cases, the full library with advertising interruptions — at no cost or at a significantly reduced subscription price. Advertising insertion within the AVOD tier is managed and sold by StreamNow. StreamNow retains editorial and scheduling control over ad placement, including the selection of advertising partners, the frequency and placement of ad breaks within content, and the targeting of advertisements based on viewer demographics and behavior. StreamNow sets its own advertising rate cards, including cost-per-thousand-impressions (CPM) rates, and negotiates directly with advertisers and advertising networks.
The dual-tier model is significant because it enables StreamNow to generate two distinct and additive revenue streams from the same underlying content catalog. A single Aurelius title, for example, generates subscription revenue when viewed by an SVOD subscriber and simultaneously generates advertising revenue when viewed by an AVOD user. This dual-monetization structure increases the total revenue that StreamNow derives from any given piece of content and, correspondingly, increases the revenue attributable to the unauthorized Aurelius content at issue in this matter.
C. Geographic Presence
StreamNow's platform is currently available in fourteen (14) countries. The key territories in which StreamNow operates include the United States, Canada, and Australia. The remaining eleven territories have not been fully identified through publicly available sources, although industry reporting suggests that StreamNow has expanded into select markets in Western Europe, Latin America, and Southeast Asia. The full list of territories will need to be confirmed through discovery.
Geographic availability of specific titles on the StreamNow platform is controlled by StreamNow. The platform determines which titles are available in which territories based on its own licensing arrangements, strategic market assessments, and content scheduling decisions. This geographic content management is another facet of StreamNow's editorial and operational control over its platform — StreamNow does not merely make content available globally on a passive basis but affirmatively decides, title by title and territory by territory, where content will be distributed.
With respect to the Aurelius content at issue, CipherTrace's forensic analysis confirms that the 217 Aurelius-owned titles were made available across all fourteen of StreamNow's operating territories, including the United States, Canada, Australia, and the additional eleven territories. The breadth of this geographic distribution is relevant both to the scope of infringement and to the damages analysis, as it demonstrates that StreamNow exploited the Aurelius content on a global basis across its entire platform footprint.
IV. Revenue Analysis
A. Total Company Revenue
StreamNow's estimated total revenue for fiscal year 2025 is approximately $312 million. Because StreamNow is privately held and does not file public financial reports, this revenue figure is an estimate derived from available market intelligence, industry analyst reports, and the forensic analysis conducted by CipherTrace Analytics. While this figure has not been confirmed by StreamNow or verified against audited financial statements, we have a reasonable degree of confidence in its accuracy based on the consistency of the estimate across multiple independent data sources and analytical methodologies.
StreamNow's revenue is derived from three primary streams: (i) subscription fees from SVOD subscribers; (ii) advertising revenue from the AVOD tier; and (iii) sublicensing fees received from downstream FAST channel operators. Each of these revenue streams is discussed in greater detail below as it relates to the revenue attributable to the Aurelius content at issue.
B. Revenue Attributable to Aurelius Content
A central objective of the forensic analysis conducted by CipherTrace Analytics has been to determine the revenue that StreamNow derived from the unauthorized exploitation of Aurelius-owned content during the infringement period. Based on CipherTrace's analysis, the infringement period extends from approximately April 1, 2024 — the date on which Aurelius content first appeared on the StreamNow platform — through January 31, 2026, a period of approximately twenty-two (22) months.
CipherTrace's forensic analysis attributes the following revenues to Aurelius-owned content over this twenty-two-month infringement period:
Subscription Revenue Allocable to Aurelius Titles: $22.4 million. This figure is derived from CipherTrace's refined revenue attribution model, which adjusts for premium-tier weighting. CipherTrace's analysis determined that Aurelius titles constituted approximately 7.18% of total streams on the StreamNow platform during the infringement period. CipherTrace's initial model applied this 7.18% viewership share directly to StreamNow's estimated total subscription revenue over the twenty-two-month period (estimated at approximately $497.6 million), which would have yielded a higher attributable figure. However, the refined model adjusted downward to $22.4 million to account for premium-tier weighting — recognizing that not all subscription tiers generate equal per-stream revenue. For example, a stream viewed by a subscriber paying $14.99 per month on a premium plan generates more per-stream revenue than a stream viewed by a subscriber paying $7.99 per month on a basic plan. CipherTrace's refined model incorporates estimated tier distribution data to arrive at a more precise attribution.
Advertising Revenue Allocable to Aurelius Titles (AVOD Tier): $9.7 million. This figure is derived from CipherTrace's analysis of actual advertising impressions served against Aurelius content on StreamNow's AVOD tier during the infringement period. Rather than relying on a pro rata viewership allocation (as in the subscription analysis), the advertising revenue attribution is based on direct measurement of ad impressions served during the playback of the 217 Aurelius titles. CipherTrace applied StreamNow's published and estimated CPM (cost-per-thousand-impressions) rates to the measured impression volume to calculate total advertising revenue attributable to Aurelius content.
Sublicensing Fees Received from FAST Channel Operators: $6.5 million. This figure represents the sublicensing fees that StreamNow received from downstream FAST channel operators for content bundles that included Aurelius titles. As discussed in Section VI below, StreamNow assembles curated content bundles and licenses these bundles to third-party FAST channel operators. CipherTrace's analysis of StreamNow's downstream FAST channel arrangements — based on publicly available data, channel listings, and forensic monitoring of FAST channel content — identified at least four FAST channel operators that received bundles containing Aurelius content and estimated the sublicensing fees attributable to those bundles at $6.5 million over the infringement period.
Total Revenue Attributable to Aurelius Content: $38.6 million ($22.4 million + $9.7 million + $6.5 million).
These figures are significant for the damages analysis currently being conducted by Hargrove Economic Consulting Group, LLC, under the supervision of Dr. Elena Vasquez. Dr. Vasquez's damages analysis will incorporate the CipherTrace revenue attribution data as a key input for calculating both actual damages (lost licensing revenue and profits attributable to infringement) and, alternatively, the infringer's profits pursuant to 17 U.S.C. § 504(b). The revenue attribution methodology and complete supporting data are detailed separately in the CipherTrace Forensic Analysis Summary, cross-referenced in Appendix D.
C. Revenue Attribution Methodology (Summary)
This section provides a brief summary of CipherTrace's revenue attribution methodology. A full description of the methodology, including its assumptions, data sources, and limitations, is contained in the CipherTrace Forensic Analysis Summary.
CipherTrace employed audio-visual content fingerprinting technology to identify all Aurelius titles present on the StreamNow platform. Content fingerprinting involves the creation of unique digital signatures for each audiovisual work based on the work's audio and visual characteristics. CipherTrace generated fingerprints for Aurelius's complete catalog and matched those fingerprints against the content available on the StreamNow platform across all fourteen operating territories. This process identified a total of 217 Aurelius-owned titles on the StreamNow platform, confirming the scope of the unauthorized distribution.
CipherTrace then conducted a viewership share analysis to determine the proportion of total StreamNow platform streams attributable to Aurelius content. This analysis utilized platform engagement data derived from multiple sources, including publicly available audience measurement services, third-party analytics platforms, and CipherTrace's proprietary monitoring tools. The analysis determined that Aurelius titles represented approximately 7.18% of total platform streams during the twenty-two-month infringement period. This viewership share is notably high, reflecting the commercial appeal and audience draw of the Aurelius titles at issue, which include several globally recognized franchise properties (discussed in Section V.C below).
For subscription revenue attribution, CipherTrace's initial model applied the 7.18% viewership share to StreamNow's estimated total subscription revenue over the infringement period, which CipherTrace estimated at approximately $497.6 million based on subscriber count estimates and average revenue per user (ARPU) calculations. However, recognizing that a straight pro rata allocation may overstate or understate the actual revenue generated by Aurelius content depending on the tier distribution of viewers, CipherTrace developed a refined model that adjusts for premium-tier weighting. The refined model incorporates estimated data regarding the distribution of Aurelius content viewership across StreamNow's various subscription tiers (basic, standard, and premium), weighted by the per-stream revenue generated by each tier. This refinement resulted in the adjusted subscription revenue attribution of $22.4 million.
Advertising revenue attribution was calculated using a different methodology. CipherTrace measured the actual number of advertising impressions served during playback of Aurelius content on the AVOD tier. This was accomplished through CipherTrace's proprietary ad impression monitoring technology, which tracks the delivery of advertisements within video streams. CipherTrace then applied StreamNow's published CPM rates — supplemented by estimated CPM rates where published rates were not available for specific ad categories or placements — to calculate total advertising revenue. The resulting figure of $9.7 million represents the advertising revenue directly attributable to the Aurelius content.
Sublicensing revenue attribution was derived from CipherTrace's analysis of StreamNow's downstream FAST channel arrangements. CipherTrace identified the FAST channel operators receiving bundles containing Aurelius content, estimated the total sublicensing fees paid by those operators based on market rate data and publicly available information about FAST channel economics, and allocated a proportionate share of those fees to the Aurelius content within each bundle. The resulting figure of $6.5 million reflects CipherTrace's estimate of the sublicensing revenue attributable to Aurelius content.
V. Content Acquisition Practices
A. Content Sourcing Model
StreamNow acquires content for its platform through distribution agreements with studios, independent producers, and intermediary distributors and aggregators. The content acquisition function is a core operational activity of the company, reflecting its super-aggregator business model. Unlike a production studio that creates its own content or a platform that hosts user-uploaded material, StreamNow's business depends on its ability to identify, negotiate for, and secure distribution rights to third-party content across a wide range of genres, formats, and quality levels.
Sandra Yee, StreamNow's Vice President of Content Acquisition, is the primary executive responsible for content sourcing activities. Yee leads a content acquisition team that is responsible for identifying potential content for the platform, evaluating the commercial viability and audience appeal of prospective titles, negotiating distribution agreements with content providers, and executing the licensing transactions that bring content onto the StreamNow platform. The existence and structure of this dedicated content acquisition function — headed by a vice president–level executive — underscores the active, deliberate nature of StreamNow's content selection process. This is not a company that passively receives content; it actively seeks it out, evaluates it, and makes affirmative decisions to acquire and distribute it.
B. The MDD Content Distribution Agreement
The central factual predicate of the infringement claims at issue in this matter is the chain of distribution through which Aurelius content came to appear on the StreamNow platform. Based on the information currently available, that chain runs through Meridian Digital Distributors, LLC ("MDD"), a California limited liability company that purported to hold distribution rights to the Aurelius content and purportedly licensed those rights to StreamNow.
The key facts regarding the MDD arrangement are as follows:
Sandra Yee's November 3, 2025 Email. On November 3, 2025, Sandra Yee sent an email to Raj Anantharam, Senior Vice President of Content Licensing & Distribution at Aurelius, in which Yee represented that StreamNow had obtained the Aurelius content through a sublicense from MDD. The context for this email was an inquiry initiated by Anantharam after Aurelius became aware that its content was appearing on the StreamNow platform without Aurelius's authorization. Yee's email stated, in substance, that StreamNow had entered into a Content Distribution Agreement with MDD and that StreamNow understood MDD to be an authorized distributor of the Aurelius content. A copy of the Yee email is maintained in the matter file and referenced in Appendix C.
MDD Corporate Information. MDD is a California limited liability company, registered with the California Secretary of State under SOS File Number 202115729430. MDD's registered address is 8912 Burton Way, Suite 200, Beverly Hills, California 90211. A copy of MDD's California Secretary of State filing is attached as Appendix E.
Franklin Ogilvie. MDD's sole member and manager is Franklin Ogilvie. Ogilvie previously served as a mid-level licensing manager at Aurelius Media Americas, Inc. — the U.S. subsidiary of Aurelius Global Media Group PLC — from approximately 2017 through June 30, 2021. Ogilvie's employment at Aurelius Media Americas ended on June 30, 2021, following an internal investigation conducted by Aurelius into unauthorized access to Aurelius's content management systems. Aurelius's internal records confirm that Ogilvie's separation agreement, dated June 30, 2021, included a non-compete clause, a non-solicitation clause, and an explicit prohibition on the use of any Aurelius intellectual property following the termination of his employment. The circumstances of Ogilvie's departure — particularly the internal investigation into unauthorized access to content management systems — are highly relevant to the question of how MDD came to possess or purport to hold distribution rights to the Aurelius content.
The MDD–StreamNow Content Distribution Agreement. According to Yee's November 3, 2025 email, MDD executed a Content Distribution Agreement with StreamNow on or about March 15, 2024. This agreement purportedly covered a catalog of more than 350 titles, including the 217 Aurelius-owned titles that are the subject of this matter. The terms of the MDD–StreamNow agreement are not fully known at this time; a detailed analysis of the agreement's terms and the circumstances surrounding its negotiation and execution will be provided in a separate memorandum focused on the MDD relationship.
Timeline. The chronology of events is noteworthy. MDD was incorporated in California in late 2021 — only a few months after Ogilvie's departure from Aurelius Media Americas on June 30, 2021. MDD then purportedly entered into the Content Distribution Agreement with StreamNow on March 15, 2024, approximately two and a half years after Ogilvie's separation from Aurelius. Aurelius content first appeared on the StreamNow platform approximately April 1, 2024, consistent with the timing of the MDD–StreamNow agreement.
Aurelius Has Never Authorized MDD. Aurelius's internal records have been thoroughly reviewed, and they confirm unequivocally that Aurelius has never granted MDD any license, sublicense, or distribution authority over any Aurelius-owned content. MDD has never been an authorized distributor, licensee, or sublicensee of Aurelius in any capacity. MDD does not appear in Aurelius's records as a counterparty to any agreement, and no Aurelius officer or employee has ever authorized MDD to distribute, sublicense, or otherwise exploit Aurelius intellectual property. The purported chain of rights through which MDD claimed authority to license the Aurelius content to StreamNow is, based on all available evidence, entirely fictitious.
A detailed analysis of the MDD–StreamNow agreement, Ogilvie's background and conduct, and the chain-of-rights deficiency is provided in separate memoranda dedicated to those topics.
C. Due Diligence Deficiencies
StreamNow's reliance on MDD as a licensor for 217 Aurelius-owned titles — without, apparently, conducting adequate verification of MDD's authority to license those titles — raises significant questions about the adequacy of StreamNow's content acquisition due diligence practices. These questions are relevant both to the merits of the infringement claims and to the analysis of willfulness.
In the ordinary course of content acquisition for a streaming platform, a reasonable content distributor would be expected to verify the chain of rights from the ultimate copyright holder through any intermediary distributor before acquiring and exploiting the content. This due diligence obligation is heightened in circumstances where the content at issue is high-profile, easily identifiable, and associated with a well-known rights holder. Aurelius Global Media Group PLC is a publicly listed company traded on the London Stock Exchange's AIM market under the ticker symbol AGLM. Aurelius maintains a content library of more than 4,200 titles, including globally recognized franchises and award-winning productions. Any reasonably diligent content acquisition professional in the streaming industry would be expected to be familiar with Aurelius and its content catalog.
In this case, multiple red flags were present that should have prompted StreamNow to conduct heightened due diligence on MDD's claimed distribution authority — and, critically, to seek direct confirmation from Aurelius:
MDD's Corporate Profile. MDD was a recently formed, single-member limited liability company with no apparent track record, industry reputation, or public profile as a major content distributor. A company purporting to hold distribution rights to a catalog of 350+ titles — including 217 titles from a publicly listed international media conglomerate — would be expected to have an established presence in the content distribution industry. MDD had no such presence. The company was formed in late 2021 and had been in existence for only approximately two and a half years at the time of the purported Content Distribution Agreement with StreamNow. A reasonable content acquisition team would have viewed MDD's lack of industry track record as a significant concern warranting further investigation.
High-Profile, Easily Identifiable Content. The 217 Aurelius titles at issue include some of the most commercially successful and critically acclaimed properties in Aurelius's catalog. Among these titles are the "Meridian" franchise — a series of six feature films with a combined global box office of $1.43 billion — which is one of the highest-grossing film franchises in recent memory. The catalog also includes the "Iron Compass" series, consisting of four seasons and forty-eight episodes, which averaged 9.2 million UK viewers per episode and is widely regarded as one of the most successful British television productions of the past decade. Additionally, the catalog includes the "Thornfield" period drama catalog, comprising twelve titles that have collectively received seven BAFTA awards. These are not obscure or niche titles; they are globally recognized, commercially significant properties that any competent content acquisition professional would immediately identify as belonging to a major studio or media group. The idea that distribution rights to these properties would be held by a recently formed, single-member LLC in Beverly Hills — rather than by Aurelius or an established, well-known distribution partner — should have been an obvious cause for concern.
Ogilvie's Connection to Aurelius. Franklin Ogilvie's prior employment at Aurelius Media Americas was a discoverable fact. A basic background check on MDD's sole member and manager — the type of due diligence that a sophisticated content platform would routinely conduct on a new content supplier — would have revealed Ogilvie's connection to Aurelius. This connection, when combined with MDD's recent formation and lack of industry track record, should have prompted StreamNow to inquire directly with Aurelius about the legitimacy of MDD's claimed distribution rights.
Failure to Seek Direct Confirmation from Aurelius. There is no evidence in the record — and none was mentioned in Sandra Yee's November 3, 2025 email — that StreamNow ever contacted Aurelius directly to confirm that MDD had been granted distribution authority over the Aurelius content. For a catalog of 217 titles from a publicly listed media conglomerate, direct confirmation from the rights holder is a basic and fundamental due diligence step that StreamNow apparently failed to take. A single inquiry to Aurelius's publicly available licensing contacts would have revealed that MDD was not an authorized distributor.
These due diligence failures are relevant to the willfulness analysis being conducted in a separate memorandum. As that memorandum will discuss, a finding of willful infringement under 17 U.S.C. § 504(c)(2) may result in enhanced statutory damages of up to $150,000 per work infringed. StreamNow's failure to conduct reasonable due diligence in the face of multiple red flags — and its apparent willingness to accept MDD's representations at face value without independent verification — supports a strong argument that the infringement was willful or, at minimum, reckless.
VI. Sublicensing to Third-Party FAST Channel Operators
A. Nature of Sublicensing Arrangements
StreamNow's exploitation of the Aurelius content was not limited to direct distribution through its own platform. Beyond making the 217 Aurelius titles available to consumers on the StreamNow platform itself, StreamNow also sublicensed content bundles containing Aurelius titles to third-party Free Ad-Supported Streaming Television ("FAST") channel operators for distribution on their own channels and platforms.
FAST channels are a rapidly growing segment of the streaming industry. These channels operate on a model similar to traditional linear television: they present content in a scheduled, linear format that viewers can tune into without paying a subscription fee, with revenue generated through advertising. FAST channels are typically distributed through smart TV platforms, connected device interfaces, and other digital distribution channels.
StreamNow's sublicensing model involves the assembly of curated content bundles — collections of titles organized around a genre, theme, or brand identity — which StreamNow then licenses to FAST channel operators for distribution on their channels. StreamNow receives sublicensing fees from these operators in exchange for the right to distribute the bundled content. Importantly, StreamNow selects which titles to include in the sublicensed bundles, exercises control over the composition of each bundle, and negotiates the terms and pricing of the sublicensing arrangements. This is a further exercise of the editorial and curatorial control that characterizes StreamNow's business model.
The sublicensing activity is significant for multiple reasons. First, it represents an additional revenue stream derived from the unauthorized Aurelius content: the $6.5 million in sublicensing fees identified by CipherTrace (discussed in Section IV.B above). Second, it extends the geographic and audience reach of the unauthorized distribution, as each FAST channel operator distributes the content to its own viewer base, which may include viewers who are not StreamNow platform users. Third, it demonstrates that StreamNow functions not merely as a platform for direct consumer distribution but as an active content licensor that participates in the downstream distribution chain by sublicensing content to other operators.
B. Identified FAST Channel Sublicensees
CipherTrace's forensic analysis, combined with publicly available data regarding FAST channel content listings and operator relationships, has identified at least four FAST channel operators to which StreamNow sublicensed content bundles containing Aurelius titles during the infringement period:
1.  Brindoval Channel Networks, Inc. — A Texas corporation headquartered in Dallas, Texas. Brindoval operates a network of FAST channels distributed through major smart TV and connected device platforms in the United States. CipherTrace's analysis identified Aurelius titles within Brindoval's programming lineup during the infringement period, and publicly available data regarding StreamNow's content supply relationships lists Brindoval as a StreamNow sublicensee.
2.  BrightLoop Media, LLC — A Florida limited liability company headquartered in Miami, Florida. BrightLoop operates FAST channels with a focus on entertainment and lifestyle content, distributed primarily in the United States and Latin American markets. CipherTrace identified Aurelius content within BrightLoop's channel offerings.
3.  Velvet Stream Partners, LP — An Ontario limited partnership based in Toronto, Ontario, Canada. Velvet Stream operates FAST channels distributed in Canada and select international markets. CipherTrace identified Aurelius titles within Velvet Stream's programming.
4.  Pacific Lantern Digital Pty Ltd — A proprietary limited company incorporated in New South Wales, Australia, headquartered in Sydney. Pacific Lantern operates FAST channels distributed in Australia and the Asia-Pacific region. CipherTrace identified Aurelius content within Pacific Lantern's channel offerings.
The total sublicensing fees received by StreamNow from these four operators for content bundles containing Aurelius titles are estimated at $6.5 million over the twenty-two-month infringement period. The allocation of this total among the four operators, the specific bundles involved, and additional details regarding each sublicensee's distribution of the Aurelius content are provided in a separate memorandum dedicated to the FAST channel sublicensing analysis.
C. Significance for Infringement Analysis
StreamNow's sublicensing of Aurelius content to downstream FAST channel operators is significant for the infringement analysis in several respects:
Multiplication of Infringing Distribution. Each sublicensee's distribution of the Aurelius content constitutes an additional act of unauthorized distribution and public performance of the copyrighted works. StreamNow's sublicensing activity thus multiplied the scope of the infringement beyond the boundaries of StreamNow's own platform, extending the unauthorized exploitation of the Aurelius content to additional audiences, additional platforms, and additional geographic markets reached by the FAST channel operators.
StreamNow's Responsibility as Source Licensor. As the entity that assembled the content bundles, selected the Aurelius titles for inclusion, negotiated the sublicensing arrangements, and collected the sublicensing fees, StreamNow bears responsibility for the downstream infringement committed by its sublicensees. StreamNow was the source licensor in the chain — it purported to hold the distribution rights and then passed those purported rights along to downstream operators. StreamNow cannot disclaim responsibility for the consequences of its own sublicensing decisions.
Evidence of Active Distribution. The sublicensing activity provides further compelling evidence that StreamNow is acting as an active content distributor and licensor, not a passive platform or hosting service. A passive hosting platform does not assemble curated content bundles, negotiate sublicensing agreements with downstream operators, and collect sublicensing fees. These are the activities of an active participant in the content distribution value chain — activities that are fundamentally inconsistent with the passive role required for DMCA § 512 safe harbor protection.
VII. DMCA § 512 Safe Harbor Inapplicability
A. Overview of DMCA § 512 Safe Harbor
Section 512 of the Digital Millennium Copyright Act, codified at 17 U.S.C. § 512, provides safe harbor protections for certain categories of online service providers against monetary liability for copyright infringement that occurs through the use of their systems and networks. The safe harbor was enacted as part of the DMCA in 1998 to balance the interests of copyright holders against the need to provide legal certainty for internet service providers and platforms that facilitate the transmission, storage, and retrieval of information online.
The DMCA establishes four categories of safe harbor protection, corresponding to four types of service provider functions: (i) transitory digital network communications (§ 512(a)); (ii) system caching (§ 512(b)); (iii) information residing on systems or networks at the direction of users (§ 512(c)); and (iv) information location tools (§ 512(d)). The most commonly invoked provision in the context of content platforms is § 512(c), which provides a safe harbor for service providers that host material "at the direction of a user" on their systems or networks.
To qualify for the § 512(c) safe harbor, a service provider must satisfy several conditions, including:
(i) The service provider must not have actual knowledge that the material or activity on its system is infringing, or must not be aware of facts or circumstances from which infringing activity is apparent (the "red flag" knowledge standard);
(ii) Upon obtaining such knowledge or awareness, the service provider must act expeditiously to remove or disable access to the infringing material;
(iii) The service provider must not receive a financial benefit directly attributable to the infringing activity, in a case in which the service provider has the right and ability to control such activity;
(iv) The service provider must designate an agent to receive notifications of claimed infringement (a "DMCA agent") and comply with the notice-and-takedown procedures specified in § 512(c)(3); and
(v) The service provider must adopt and reasonably implement a policy for terminating repeat infringers.
Critically, the safe harbor is designed to protect service providers that function as passive intermediaries — hosting, transmitting, or linking to content posted or provided by users — and that lack the type of knowledge and control over infringing activity that would render them directly or secondarily liable. The safe harbor was not designed to protect entities that actively select, acquire, license, and distribute copyrighted content as their core business model.
B. StreamNow Does Not Qualify for Safe Harbor
Based on the analysis of StreamNow's business model, operations, and content acquisition practices set forth in this memorandum, StreamNow does not qualify for DMCA § 512 safe harbor protection. StreamNow's business model is fundamentally that of an active content distributor and licensor, not a passive hosting service, conduit, or information location tool. The following factors, individually and in combination, establish the inapplicability of the safe harbor.
1. Active Curation and Editorial Control
StreamNow's business model is built on the active selection, acquisition, and curation of content. StreamNow does not passively host content uploaded by users; rather, it affirmatively selects which titles to include in its catalog through deliberate content acquisition and licensing decisions made by its content acquisition team under the direction of Sandra Yee. StreamNow exercises editorial judgment over every aspect of content presentation on its platform, including categorization by genre and theme, featured placement and promotion, inclusion in algorithmically and editorially generated recommendation collections, and geographic availability across its fourteen-country footprint.
This level of editorial control is fundamentally different from the passive hosting of user-uploaded content that the § 512(c) safe harbor was designed to address. When a service provider actively decides which content to acquire, how to present it, and where to distribute it, it is not functioning as a passive intermediary but as an active participant in the distribution chain. The § 512(c) safe harbor applies to material that resides on a service provider's system "at the direction of a user." The Aurelius content on StreamNow's platform does not reside there "at the direction of a user" — it resides there because StreamNow's content acquisition team affirmatively decided to acquire it through a distribution agreement with MDD and to make it available on the platform.
2. Affirmative Licensing and Monetization
StreamNow's content acquisition model is based on affirmative licensing transactions, not user uploads. StreamNow entered into a purported Content Distribution Agreement with MDD, dated March 15, 2024, through which it acquired (or purported to acquire) distribution rights to a catalog of more than 350 titles, including the 217 Aurelius-owned titles at issue. This licensing transaction was negotiated and executed by StreamNow's content acquisition team, led by Sandra Yee, as part of StreamNow's regular business operations.
StreamNow directly monetizes the content it acquires through both its SVOD and AVOD tiers, setting its own subscription pricing and advertising rate cards. StreamNow does not merely provide a platform for third parties to monetize their own content; StreamNow itself controls the pricing, revenue collection, and distribution of the monetized content. Furthermore, StreamNow extends its monetization beyond its own platform by assembling curated content bundles and sublicensing them to downstream FAST channel operators for additional sublicensing fees. This multi-layered monetization structure — direct subscription revenue, direct advertising revenue, and downstream sublicensing revenue — reflects an active commercial exploitation of the content that is wholly inconsistent with the passive intermediary role contemplated by § 512.
3. Financial Benefit Directly Attributable to Infringing Material
Section 512(c)(1)(B) provides that the safe harbor is not available where the service provider "receive[s] a financial benefit directly attributable to the infringing activity, in a case in which the service provider has the right and ability to control such activity." Both elements of this disqualifying condition are met in StreamNow's case.
Financial Benefit. StreamNow received $38.6 million in revenue directly attributable to the Aurelius content over the twenty-two-month infringement period. This is not an attenuated or indirect financial benefit; it is direct revenue generated by StreamNow's exploitation of the infringing content through subscriptions, advertising, and sublicensing. The Aurelius titles constituted 7.18% of total platform streams and were among the most commercially valuable properties on the StreamNow platform, including globally recognized franchises such as the Meridian film series. StreamNow's financial benefit from the infringing activity is substantial, direct, and well-documented.
Right and Ability to Control. StreamNow has the unfettered right and ability to control the infringing activity. StreamNow decides what content appears on its platform. It can add content to its catalog, remove content from its catalog, or modify the availability of content at any time. StreamNow's editorial and operational control over its platform is comprehensive — it controls content selection, categorization, promotion, geographic availability, pricing, and sublicensing. This level of control far exceeds the threshold required to satisfy the "right and ability to control" element of § 512(c)(1)(B).
Because both conditions of § 512(c)(1)(B) are met — StreamNow receives a financial benefit directly attributable to the infringing activity and has the right and ability to control that activity — the safe harbor is unavailable to StreamNow under this provision alone.
4. Knowledge / Red Flags
Even if StreamNow could otherwise satisfy the requirements of the § 512(c) safe harbor — which, for the reasons discussed above, it cannot — the knowledge requirements of § 512(c)(1)(A) would independently disqualify it.
Constructive Knowledge (Red Flags). As discussed in Section V.C above, multiple red flags were present that should have alerted StreamNow to the possibility that MDD did not have legitimate distribution authority over the Aurelius content. MDD was a recently formed, single-member LLC with no industry track record. The Aurelius titles in question were high-profile, commercially significant works from a publicly listed international media conglomerate. Franklin Ogilvie, MDD's sole principal, was a former employee of Aurelius whose employment ended under circumstances involving an investigation into unauthorized access to content management systems. These facts, taken together, constitute the type of "red flag" awareness contemplated by § 512(c)(1)(A)(ii) — awareness of "facts or circumstances from which infringing activity is apparent."
Actual Knowledge. StreamNow's knowledge situation became even more acute after November 3, 2025. On that date, Sandra Yee sent her email to Raj Anantharam in response to Aurelius's inquiry about the appearance of its content on the StreamNow platform. At that point, StreamNow was on actual notice that Aurelius was questioning the legitimacy of the content's presence on the platform. Despite this, StreamNow continued to exploit the Aurelius content — maintaining it on the platform for both SVOD and AVOD consumption and, based on available evidence, continuing to include it in sublicensed FAST channel bundles — without conducting any independent verification of MDD's authority. StreamNow did not remove or disable access to the Aurelius content, as would be required for a service provider seeking to preserve safe harbor protection upon receiving knowledge or awareness of infringement.
C. Ninth Circuit Precedent (General Discussion)
The analysis set forth above is consistent with the approach taken by the United States Court of Appeals for the Ninth Circuit in distinguishing between passive hosting platforms that may qualify for § 512 safe harbor protection and active content distributors that do not. The Ninth Circuit has recognized that the safe harbor provisions are designed to protect service providers that function as intermediaries, facilitating access to content provided by others, rather than entities that are themselves the content selectors, distributors, and monetizers.
The critical inquiry in the Ninth Circuit's framework is the nature and extent of the service provider's involvement with the infringing content. Where a service provider merely provides the technological infrastructure for users to upload, store, and share content — and does not exercise editorial control over the content, does not select or curate it, and does not directly license or monetize it — the safe harbor may apply, provided the other statutory requirements are met. Where, however, a service provider actively enters into licensing agreements to acquire content, exercises editorial judgment over the selection and presentation of that content, sets pricing and controls monetization, and sublicenses the content to downstream operators, the service provider is functioning as an active distributor — and the safe harbor does not apply.
StreamNow's model — entering into licensing agreements through a dedicated content acquisition team, curating catalogs, exercising editorial control over content presentation and geographic availability, setting subscription and advertising pricing, and sublicensing curated bundles to downstream FAST channel operators — places it squarely on the active-distributor side of this spectrum. No reasonable reading of the DMCA safe harbor provisions would extend protection to an entity operating as StreamNow does.
A more detailed legal analysis of the DMCA § 512 safe harbor, including discussion of specific Ninth Circuit and other federal appellate precedent, is provided in the separate DMCA Safe Harbor Non-Applicability Memorandum.
VIII. Implications for Claims Against StreamNow
A. Copyright Infringement Claims
The analysis of StreamNow's business model, platform operations, content acquisition practices, and revenue streams set forth in this memorandum provides a strong foundation for direct copyright infringement claims under 17 U.S.C. §§ 106 and 501. StreamNow's active role in acquiring, curating, distributing, and monetizing the 217 Aurelius-owned titles supports claims for unauthorized reproduction (to the extent that StreamNow created copies of the works on its servers and content delivery infrastructure), unauthorized distribution (through making the works available to the public via its platform and through sublicensing to FAST channel operators), and unauthorized public performance (through the streaming of the works to consumers across fourteen countries).
The business model analysis demonstrates that StreamNow was not an innocent or passive participant in the infringement. StreamNow is an active distributor that exercised editorial and operational control at every level — from the initial decision to acquire the content through MDD, to the curation and promotion of the titles on its platform, to the monetization of the content through multiple revenue streams, to the sublicensing of the content to downstream operators. This comprehensive level of involvement in the distribution chain supports the imposition of direct liability for each act of infringement.
B. Willfulness Considerations
The facts identified in this memorandum provide substantial support for a finding of willful infringement, which would entitle Aurelius to seek enhanced statutory damages of up to $150,000 per work infringed under 17 U.S.C. § 504(c)(2). The following factors, discussed in detail in the relevant sections above and in the separate Willfulness Memorandum, are particularly significant:
Sophistication and Resources. StreamNow is not a small, unsophisticated startup. It is a substantial company with estimated FY2025 revenue of $312 million, backed by a $145 million investment from Pinnacle Ventures, a sophisticated growth equity fund. StreamNow has an experienced content acquisition team led by a vice president–level executive (Sandra Yee), a general counsel (Tobias Rennert), and outside IP litigation counsel at Grantham Roth & Pearce LLP. The company has the resources, expertise, and institutional infrastructure to conduct proper due diligence on content rights.
Due Diligence Failures. Despite its sophistication and resources, StreamNow failed to conduct adequate due diligence on MDD's authority to license the Aurelius content. StreamNow accepted at face value the representations of a recently formed, single-member LLC with no industry track record, and it did so for a catalog of 217 titles from a well-known, publicly listed media conglomerate. StreamNow apparently failed to seek direct confirmation from Aurelius — a basic due diligence step — and apparently failed to investigate the background of MDD's sole principal, Franklin Ogilvie, whose connection to Aurelius was readily discoverable.
Continued Exploitation After Notice. After Aurelius raised concerns through Raj Anantharam's inquiry — which led to Sandra Yee's November 3, 2025 email — StreamNow continued to exploit the Aurelius content without conducting independent verification of MDD's authority and without removing the content from the platform or ceasing sublicensing activities. This continued exploitation in the face of actual notice of Aurelius's concerns is a strong indicator of willfulness or, at minimum, reckless disregard for Aurelius's rights.
C. DMCA Safe Harbor as a Non-Defense
Based on the analysis set forth in Section VII above, StreamNow is unlikely to succeed in asserting a DMC