willfulness-analysis-memorandum.docx

1017-00003 · Aurelius Global Media Group · Legal Analysis & Strategy

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MEMORANDUM

TO: Marcus Delgado, Partner, intellectual Property — Calderwood & Harkness LLP

FROM: Omar Siddiqui, Associate, intellectual Property; Reviewed by Wendy Schultz, Senior Associate, intellectual Property

DATE: March 4, 2026

RE: Willfulness Analysis — Aurelius Global Media Group PLC v. StreamNow Holdings, Inc. et al.

MATTER NO.: 1017-00003

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I. Executive Summary

This memorandum analyzes whether the conduct of StreamNow Holdings, Inc. ("StreamNow") in connection with its unauthorized reproduction, distribution, public performance, and public display of 217 audiovisual works owned by Aurelius Global Media Group PLC ("Aurelius") and its subsidiaries qualifies as "willful" infringement within the meaning of 17 U.S.C. § 504(c)(2). A finding of willfulness would entitle Aurelius to enhanced statutory damages of up to $150,000 per work infringed, a significant increase over the ordinary statutory damages ceiling of $30,000 per work.

Based on our review of the facts currently available — including documentary evidence, correspondence, corporate filings, forensic revenue analyses, and copyright registration records — we conclude that there is a strong basis to establish willfulness. This conclusion rests on multiple independent and mutually reinforcing factors:

1. Failure to Conduct Reasonable Due Diligence. StreamNow claims it obtained rights to the 217 Aurelius titles through a Content Distribution Agreement with Meridian Digital Distributors, LLC ("MDD"), a single-member California limited liability company with no public track record as a major content distributor. StreamNow failed to verify MDD's purported authority to sublicense a catalog belonging to a publicly traded media conglomerate with approximately £1.87 billion (~$2.36 billion) in annual revenue, despite numerous red flags that should have prompted further inquiry.

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

3. Scale and Duration. The infringement encompasses 217 distinct titles — including 142 feature films and 75 television series comprising 1,038 individual episodes — distributed across 14 countries over a period of approximately 22 months, from April 1, 2024 through January 31, 2026. CipherTrace Analytics' forensic analysis attributes $38.6 million in total revenue to StreamNow's exploitation of Aurelius content. This was not an isolated or inadvertent act of infringement but a sustained, systematic, and highly profitable campaign of unauthorized exploitation.

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

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

6. Continued Exploitation After Actual Notice. After receiving actual notice of Aurelius's ownership claim and objections no later than November 3, 2025 — through the informal inquiry that prompted StreamNow VP Sandra Yee's email to Aurelius SVP Raj Anantharam — StreamNow continued to make the Aurelius content available on its platform and through sublicensed channels for at least an additional three months, through January 31, 2026, without suspending access or conducting meaningful verification.

If willfulness is established for the 189 works that were timely registered with the U.S. Copyright Office (i.e., registered before infringement commenced or within three months of first publication), the maximum enhanced statutory damages under § 504(c)(2) total $28,350,000 (189 × $150,000). If willfulness could hypothetically be applied across all 217 works — though statutory damages are available only for the 189 timely-registered titles — the theoretical maximum would be $32,550,000 (217 × $150,000). The 28 remaining works, which were registered between May 2024 and October 2025, are eligible only for actual damages and profits under § 504(b).

We note that Aurelius's preferred damages theory remains actual damages plus infringer's profits. Hargrove Economic Consulting Group (Dr. Elena Vasquez, engagement lead) has prepared a preliminary net recoverable damages estimate of $41.3 million under this theory, which exceeds the enhanced statutory damages ceiling for the 189 eligible works. Nevertheless, establishing willfulness remains critically important to the overall litigation posture for several reasons: it supports enhanced remedies and injunctive relief; it substantially strengthens the case for an award of full attorneys' fees under 17 U.S.C. § 505; it creates significant settlement pressure by exposing StreamNow and its majority investor, Pinnacle Ventures Fund III, LP, to aggregate exposure well in excess of $40 million; and it provides a litigation floor in the event that any element of the actual damages proof is challenged at trial or on summary judgment.

II. Legal Standard for Willful Infringement Under 17 U.S.C. § 504(c)(2)

A. Statutory Framework

The Copyright Act provides two alternative measures of relief for copyright infringement: (1) actual damages and the infringer's profits attributable to the infringement under 17 U.S.C. § 504(b), and (2) statutory damages under 17 U.S.C. § 504(c). A copyright owner may elect statutory damages at any time before final judgment is rendered. The statutory damages framework is tiered based on the nature of the defendant's conduct:

Non-willful infringement. Under 17 U.S.C. § 504(c)(1), the copyright owner may recover statutory damages in a sum of not less than $750 and not more than $30,000 per work infringed, "as the court considers just." This range applies to ordinary infringement where the defendant's conduct does not rise to the level of willfulness and is not subject to the innocent infringer reduction.

Willful infringement. Under 17 U.S.C. § 504(c)(2), "[i]n a case where the copyright owner sustains the burden of proving, and the court finds, that infringement was committed willfully, the court in its discretion may increase the award of statutory damages to a sum of not more than $150,000" per work infringed. This five-fold increase in the statutory ceiling reflects Congress's intent to deter knowing, deliberate violations of copyright and to provide meaningful compensation and deterrence where a defendant's conduct is particularly culpable.

Innocent infringement. By contrast, § 504(c)(2) also provides that where an infringer sustains the burden of proving it "was not aware and had no reason to believe that his or her acts constituted an infringement of copyright, the court in its discretion may reduce the award of statutory damages to a sum of not less than $200." This floor applies only where the defendant demonstrates genuine innocence — a threshold that, as discussed in Section IV.A below, StreamNow cannot satisfy.

Availability of statutory damages. Statutory damages are available only for works that were registered with the U.S. Copyright Office before the infringement commenced or within three months after the first publication of the work. 17 U.S.C. § 412. Here, based on the copyright registration search conducted by Lexington IP Services on January 22, 2026, 189 of the 217 infringed titles have timely registrations satisfying § 412's requirements. The remaining 28 titles were registered between May 2024 and October 2025, after infringement had already commenced on April 1, 2024, and outside the three-month post-publication window. These 28 works are eligible only for actual damages and profits under § 504(b). See Appendix E (Lexington IP Services copyright registration search results).

B. Definition of "Willful" in the Ninth Circuit

Because this action will be filed in the Central District of California, Ninth Circuit law governs the standard for willfulness. The Ninth Circuit has articulated a well-established framework for assessing willful copyright infringement.

Under Ninth Circuit precedent, infringement is "willful" when the defendant knows or should have known that its conduct constitutes copyright infringement. See Peer Int'l Corp. v. Pausa Records, Inc., 909 F.2d 1332, 1335–36 (9th Cir. 1990); Columbia Pictures Television, Inc. v. Krypton Broad. of Birmingham, Inc., 259 F.3d 1186, 1194 (9th Cir. 2001). The standard encompasses two distinct mental states: (1) actual knowledge that the defendant's conduct was infringing, and (2) reckless disregard for the copyright holder's rights — that is, acting with deliberate ignorance of information that would have revealed the infringement.

Importantly, willfulness does not require proof of malice or bad faith. See Peer Int'l Corp., 909 F.2d at 1336. A defendant may act willfully even without specific intent to harm the copyright owner, so long as the defendant knew that its actions constituted infringement or recklessly disregarded facts that would have revealed as much. Of course, evidence of malice, bad faith, or a deliberate scheme to exploit the copyright owner's property strengthens the case for willfulness and may influence the court's determination of the appropriate level of enhanced damages within the $150,000-per-work ceiling.

The Ninth Circuit has also recognized the concept of "willful blindness" — where a defendant deliberately avoids learning facts that would confirm its conduct is infringing. See In re Aimster Copyright Litig., 334 F.3d 643, 650 (7th Cir. 2003) (Posner, J.) (cited with approval by Ninth Circuit courts); Louis Vuitton Malletier, S.A. v. Akanoc Solutions, Inc., 658 F.3d 936, 944 (9th Cir. 2011). A defendant cannot insulate itself from a willfulness finding by simply failing to investigate obvious red flags or by choosing not to verify the legitimacy of a purported license when the circumstances clearly warranted such inquiry.

In Columbia Pictures Television, the Ninth Circuit affirmed a finding of willful infringement where the defendant continued to broadcast copyrighted programming after its license had expired, notwithstanding the defendant's claim that it believed the license remained in effect. 259 F.3d at 1194–95. The court emphasized that the defendant's sophistication and access to legal counsel undermined any claim of innocent reliance. Similarly, in UMG Recordings, Inc. v. MP3.com, Inc., the court found willfulness where the defendant "knew or should have known" that its re-encoding and redistribution of copyrighted recordings was infringing, despite the defendant's argument that it believed its activities were protected by fair use. 92 F. Supp. 2d 349, 352 (S.D.N.Y. 2000) (widely cited by Ninth Circuit courts).

We also note that willfulness is typically a question of fact, to be determined by the finder of fact (whether judge or jury) based on the totality of the evidence. See Adobe Sys. Inc. v. Canus Prods., Inc., 11 F. Supp. 3d 942, 951 (N.D. Cal. 2014). However, pre-suit evidence can strongly support the willfulness claim for purposes of pleading, motion practice, and settlement leverage. Courts have denied summary judgment on willfulness where the evidence, viewed in the light most favorable to the copyright owner, would support a reasonable finding of willfulness, even where the defendant offers a facially plausible explanation for its conduct.

C. Burden of Proof

The burden of proving willfulness rests with the copyright owner — here, Aurelius. See 17 U.S.C. § 504(c)(2); Peer Int'l Corp., 909 F.2d at 1336. Aurelius must demonstrate willfulness by a preponderance of the evidence — that is, it must show that it is more likely than not that StreamNow knew or should have known that its conduct constituted copyright infringement.

In assessing willfulness, courts consider the totality of the circumstances, including but not limited to:

• The defendant's actual or constructive knowledge that its conduct was infringing;

• The defendant's level of sophistication and experience in the relevant industry;

• The defendant's access to legal counsel and whether it sought or obtained legal advice;

• The presence of "red flags" or warning signs that should have prompted further inquiry;

• The defendant's conduct upon receiving notice of the alleged infringement;

• The scale, duration, and profitability of the infringement;

• Whether the defendant took reasonable steps to investigate the legitimacy of any purported license or authorization; and

• Whether the defendant acted promptly to cease the infringing activity upon learning of the dispute.

As detailed in Section III below, these factors uniformly weigh in favor of willfulness in this case.

D. Relevance Beyond Statutory Damages

Even where a copyright owner elects actual damages and profits rather than statutory damages — as Aurelius presently intends to do, given the higher recovery available under the actual damages/profits theory — a finding of willfulness carries substantial additional weight in several respects.

Attorneys' fees. Section 505 of the Copyright Act provides that "[i]n any civil action under this title, the court in its discretion may allow the recovery of full costs by or against any party other than the United States or an officer thereof. Except as otherwise provided by this title, the court may also award a reasonable attorney's fee to the prevailing party as part of the costs." 17 U.S.C. § 505. While § 505 fee awards are discretionary, the Supreme Court in Kirtsaeng v. Crowne Albany Industries, Inc., 579 U.S. 197 (2016), held that courts should give "substantial weight" to the objective reasonableness (or unreasonableness) of the losing party's litigating position. A finding of willfulness — which necessarily implies that the defendant knew or should have known its conduct was infringing — strongly supports a conclusion that the defendant's litigating position was objectively unreasonable. In the Ninth Circuit, willfulness is a significant factor in the multi-factor analysis courts apply in exercising their discretion under § 505. See Fantasy, Inc. v. Fogerty, 94 F.3d 553, 558–59 (9th Cir. 1996).

Injunctive relief. Willfulness is relevant to the equitable balance in motions for temporary restraining orders and preliminary injunctions under 17 U.S.C. § 502. A defendant's knowing, willful exploitation of a plaintiff's copyrights weighs heavily in the irreparable harm and balance of equities analyses, because it demonstrates that the defendant is unlikely to voluntarily cease its infringing conduct absent judicial intervention.

Settlement leverage. A well-supported willfulness allegation, backed by concrete evidence, significantly increases settlement pressure. The potential for enhanced statutory damages of up to $150,000 per work, coupled with the prospect of a full attorneys' fees award, exposes the defendant to aggregate liability far exceeding the actual damages in controversy. This exposure incentivizes early and favorable settlement, particularly where — as here — the defendant's majority investor may face significant financial consequences.

Deterrent effect. Willfulness allegations and findings serve the broader deterrent purpose of the Copyright Act's remedial scheme. By seeking and obtaining a willfulness determination, Aurelius sends a clear signal to the industry that unauthorized exploitation of its content will be met with the full range of enhanced remedies available under the statute.

III. Factual Basis for Willfulness Finding

A. StreamNow's Failure to Conduct Reasonable Due Diligence on MDD's Authority

1. The MDD Sublicense Lacks Any Legitimate Provenance

StreamNow's sole defense to liability is its claim that it obtained rights to the 217 Aurelius titles through a Content Distribution Agreement (the "MDD Agreement") with Meridian Digital Distributors, LLC ("MDD"), which StreamNow asserts was executed on or about March 15, 2024. StreamNow's reliance on the MDD Agreement is the cornerstone of its position, and the circumstances surrounding that agreement are the most significant evidence bearing on willfulness.

The claim of MDD authorization was first articulated by Sandra Yee, StreamNow's Vice President of Content Acquisition, in an email dated November 3, 2025, sent to Raj Anantharam, Aurelius's Senior Vice President of Content Licensing & Distribution. See Appendix A. In that email, Yee stated that StreamNow had "acquired distribution rights to the titles in question through a valid Content Distribution Agreement with Meridian Digital Distributors, LLC, a California-based content distribution company." Yee's email did not attach the MDD Agreement or provide any chain-of-title documentation. Nor did Yee identify MDD's principal or explain the basis for MDD's purported authority to sublicense works owned by Aurelius, a publicly traded media conglomerate.

MDD is a California limited liability company (SOS File No. 202115729430) that was incorporated in late 2021. See Appendix C. Its sole member and manager is Franklin Ogilvie. MDD has no publicly discernible track record as a major content distributor. It does not appear to maintain a corporate website, and publicly available records do not reflect any prior major distribution agreements with studios, networks, or other rights holders. In short, MDD is a single-member LLC of no apparent substance or reputation, operated by a single individual — yet it purportedly held the authority to sublicense a catalog of extraordinary commercial value to a major streaming platform.

The MDD Agreement purportedly covered 350+ titles, including the 217 Aurelius works at issue. The Aurelius titles encompassed some of the most commercially valuable properties in the Aurelius catalog:

• The "Meridian" franchise: six feature films with a combined global theatrical box office of approximately $1.43 billion, each of which has generated substantial additional revenue through home entertainment, licensing, and ancillary exploitation.

• The "Iron Compass" series: four seasons comprising 48 episodes, which averaged 9.2 million UK viewers per episode during original broadcast — one of the most-watched dramatic series in UK television history.

• The "Thornfield" period drama catalog: 12 titles that have collectively received seven BAFTA awards, representing the crown jewels of Aurelius's prestige television portfolio.

That a single-member LLC with no discernible industry presence would hold sublicensing rights to a catalog of this caliber — including globally recognized, billion-dollar franchise properties belonging to a publicly listed company — is, on its face, implausible. The implausibility of MDD's claimed authority should have been immediately apparent to any sophisticated content acquisition team operating at StreamNow's level.

2. Red Flags That Should Have Triggered Further Inquiry

A sophisticated streaming platform generating an estimated $312 million in annual revenue would reasonably be expected to maintain standard content acquisition protocols, including verification of chain of title and licensor authority for any significant catalog acquisition. The acquisition of 350+ titles — including major franchise properties — from a previously unknown distributor is precisely the type of transaction that demands heightened scrutiny.

The following red flags, individually and collectively, should have triggered further inquiry by StreamNow before it entered into the MDD Agreement and began ingesting Aurelius content onto its platform:

The disparity between MDD's apparent stature and the catalog's value. MDD is a single-member California LLC with no public track record as a major content distributor. It has no known prior distribution relationships with major studios or networks, no discernible corporate infrastructure, and no publicly available financial statements or credit history that would suggest it had the resources or relationships necessary to acquire sublicensing authority over a catalog valued in the hundreds of millions of dollars. A reasonable content acquisition team would have questioned how a company of this profile came to hold rights to some of the most valuable audiovisual properties in the global marketplace.

The catalog belongs to a publicly traded media conglomerate. Aurelius Global Media Group PLC is a publicly traded company listed on the AIM market of the London Stock Exchange (ticker: AGLM), with FY2025 revenue of approximately £1.87 billion (~$2.36 billion). Major media conglomerates of Aurelius's stature do not typically grant sublicensing authority to unknown single-member LLCs. They engage established, well-capitalized distributors through carefully negotiated agreements with extensive representations, warranties, and verification mechanisms. The fact that MDD — rather than Aurelius itself or an established distribution partner — was offering these rights should have immediately raised questions.

Industry standard practice requires chain-of-title verification. In the content acquisition industry, standard practice for transactions of this scale involves, at minimum: (a) requesting representations and warranties from the licensor regarding its authority to grant the license, backed by verifiable chain-of-title documentation tracing the rights from the original owner through any intermediate parties; (b) contacting the content owner (here, Aurelius) directly to confirm that the licensor has been granted the authority it claims; and (c) conducting rights-holder lookups through copyright registration databases maintained by the U.S. Copyright Office and equivalent international registries. There is no evidence that StreamNow took any of these steps.

StreamNow and Aurelius Media Americas, Inc. are both headquartered in Los Angeles. StreamNow's headquarters are located at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Aurelius's U.S. subsidiary, Aurelius Media Americas, Inc., is headquartered at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California. The two companies are located in the same city — indeed, approximately five miles apart. A simple phone call, email, or in-person meeting with Aurelius Media Americas could have confirmed whether MDD had any authority to sublicense Aurelius content. There is no evidence that StreamNow ever contacted Aurelius or Aurelius Media Americas at any point prior to ingesting the 217 titles onto its platform.

The scope of the purported license was extraordinary. The MDD Agreement purportedly covered more than 350 titles, including billion-dollar franchise properties. A deal of this scope and commercial significance would ordinarily involve extensive negotiation, corporate approvals, and due diligence on both sides. The apparent ease with which StreamNow entered into the MDD Agreement — without, so far as the evidence shows, conducting any independent verification — is itself evidence of reckless disregard.

3. Ogilvie's Background as a Former Aurelius Employee

The identity and background of MDD's sole principal, Franklin Ogilvie, provide additional and independently significant evidence of willfulness.

Ogilvie was employed as a mid-level licensing manager at Aurelius Media Americas, Inc. from approximately 2017 through June 30, 2021. In that capacity, Ogilvie had access to Aurelius's content management systems, licensing databases, and detailed knowledge of Aurelius's content catalog, rights holdings, and distribution relationships. His employment was terminated following an internal investigation into unauthorized access to certain of Aurelius's content management systems — an investigation that resulted in a determination that Ogilvie had engaged in conduct warranting immediate separation.

On June 30, 2021, Ogilvie executed a separation agreement with Aurelius Media Americas, Inc. See Appendix B (relevant provisions). The separation agreement includes, among other provisions: (a) a non-compete covenant restricting Ogilvie from engaging in activities competitive with Aurelius's content licensing business for a period of two years following separation; (b) a non-solicitation covenant; and (c) an explicit prohibition on the use, reproduction, distribution, or exploitation of any Aurelius intellectual property, including all audiovisual works in the Aurelius catalog, in perpetuity.

MDD was incorporated shortly after Ogilvie's departure from Aurelius, in late 2021. The temporal proximity between Ogilvie's termination and MDD's formation, coupled with the fact that MDD purports to hold sublicensing authority over the very catalog that Ogilvie managed during his Aurelius employment, is profoundly suggestive. Reasonable industry due diligence — including a basic background check on MDD's principal — would have revealed Ogilvie's prior employment at Aurelius and the circumstances of his departure. At minimum, this information should have prompted StreamNow to verify MDD's authority directly with Aurelius before proceeding.

If StreamNow knew of Ogilvie's background and proceeded anyway, that knowledge constitutes strong evidence of actual knowledge of infringement, or at minimum, willful blindness. If StreamNow did not know of Ogilvie's background because it failed to conduct a basic background check on MDD's sole principal, that failure itself constitutes reckless disregard for Aurelius's rights — a sophisticated content platform acquiring hundreds of millions of dollars' worth of content rights cannot plead ignorance of the identity and background of its licensor's sole principal.

B. Scale and Duration of the Infringement

1. Scope of Infringing Activity

The infringement at issue is not a marginal or isolated incident. StreamNow's unauthorized exploitation of Aurelius content encompasses 217 distinct audiovisual works, broken down as follows:

• 142 feature films, ranging from major theatrical releases (including the six films in the "Meridian" franchise, with a combined global theatrical box office of approximately $1.43 billion) to independent productions, documentary features, and animated films.

• 75 television series comprising a total of 1,038 individual episodes, including the "Iron Compass" series (4 seasons, 48 episodes) and the "Thornfield" period drama catalog (12 titles, 7 BAFTA awards).

To put this in context, Aurelius's total content library comprises approximately 4,200+ titles. The 217 titles at issue represent a disproportionately large share of Aurelius's most commercially valuable properties — the titles that drive subscriber acquisition, generate premium advertising revenue, and command the highest licensing fees in the marketplace.

The content was made available on StreamNow's platform across 14 countries, including the United States, Canada, the United Kingdom, Australia, Germany, France, Japan, South Korea, Brazil, Mexico, India, Spain, Italy, and the Netherlands. StreamNow's unauthorized distribution thus extended to some of the most significant content markets in the world, directly competing with Aurelius's own authorized distribution arrangements in those territories.

2. Duration. The infringement period spans approximately 22 months, from April 1, 2024 (the date on which Aurelius content first appeared on the StreamNow platform, based on metadata and platform records identified by CipherTrace Analytics) through January 31, 2026 (the end of the measured infringement period for purposes of Dr. Frey's forensic revenue attribution analysis). As of the date of this memorandum, we have not confirmed whether the content has been removed; if it remains available, the infringement is ongoing.

A 22-month period of continuous, commercial-scale unauthorized exploitation is not the kind of fleeting or momentary act that might support a claim of inadvertence or good faith. It reflects a sustained, systematic campaign of unauthorized content distribution that generated substantial revenues for StreamNow over nearly two full fiscal years.

3. Revenue Scale

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

This revenue scale is powerful evidence of willfulness. StreamNow did not accidentally host a handful of Aurelius titles in an obscure corner of its platform. It systematically ingested, promoted, monetized, and sublicensed 217 titles across multiple revenue streams and 14 international markets, generating nearly $40 million in attributable revenue. This is the conduct of a company that made a deliberate, profit-driven decision to exploit Aurelius's content — not the conduct of an innocent infringer who stumbled upon unauthorized material.

C. StreamNow's Sophistication and Industry Position

1. Corporate Sophistication

StreamNow Holdings, Inc. is a Delaware corporation (File No. 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Founded in 2019, the company has grown rapidly into one of the largest independent streaming content aggregation platforms in North America.

StreamNow's majority ownership position (~62% on a fully diluted basis) is held by Pinnacle Ventures Fund III, LP, managed by Pinnacle Ventures Management III, LLC, headquartered at 101 California Street, Suite 3500, San Francisco, California 94111. Pinnacle invested approximately $145 million in StreamNow's Series C financing round, which closed in June 2022. Howard Cheng serves as Managing Partner of Pinnacle Ventures. The magnitude of this investment underscores StreamNow's status as a sophisticated, well-capitalized enterprise with access to experienced advisors and institutional governance structures.

StreamNow maintains an in-house legal department led by Tobias Rennert, who serves as General Counsel. Additionally, StreamNow retains experienced outside IP litigation counsel at Grantham Roth & Pearce LLP (Victoria Langford, Partner; Brian Matsuda, Associate), located at 555 South Flower Street, Suite 4200, Los Angeles, California 90071. The presence of both in-house and outside counsel with IP expertise further undermines any claim that StreamNow lacked the resources or knowledge to verify MDD's authority before ingesting the Aurelius catalog.

StreamNow's operational model is that of a "super-aggregator" — a platform that bundles content from multiple studios, independent distributors, and content owners into subscription-based (SVOD) and advertising-supported (AVOD) tiers for direct-to-consumer distribution, and additionally sublicenses curated content bundles to third-party multichannel video programming distributors (MVPDs) and free ad-supported streaming television (FAST) channel operators. This business model inherently and necessarily requires thorough rights clearance for every title ingested onto the platform. Content licensing is not ancillary to StreamNow's business — it is the core of StreamNow's business. A company whose entire value proposition depends on the lawful aggregation and distribution of licensed content has a heightened obligation to verify the legitimacy of its content sources.

2. Relevant Industry Knowledge

The streaming content industry is one in which rights clearance and licensing disputes are not only foreseeable but routine. High-profile content licensing disputes have been extensively covered in trade publications such as Range, Tidewater Partners LLC, Deadline, and TechCrunch, and have been the subject of numerous federal court decisions. Unauthorized content distribution on streaming platforms has been the basis for multi-million-dollar litigation and settlements in recent years.

StreamNow operates squarely within this domain. Its executives, legal team, and content acquisition personnel are necessarily aware of the importance of verifying content rights and the consequences of distributing content without proper authorization. A platform of StreamNow's scale, sophistication, and industry position cannot credibly claim ignorance of the need to verify licensor authority for a major studio catalog, particularly one belonging to a publicly traded media conglomerate.

D. Sublicensing to Third-Party FAST Channel Operators

StreamNow's culpability is further compounded by the fact that it did not merely exploit the Aurelius content on its own platform — it affirmatively sublicensed bundles containing Aurelius titles to at least four third-party FAST channel operators, thereby expanding the scope of unauthorized distribution to additional platforms and territories:

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

2. BrightLoop Media, LLC (Miami, Florida)

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

4. Pacific Lantern Digital Pty Ltd (Sydney, New South Wales, Australia)

The act of sublicensing copyrighted content requires explicit authorization from the rights holder. A licensee may not sublicense its rights absent express permission from the licensor, and any sublicense granted without such permission is void ab initio. StreamNow's sublicensing of Aurelius content to downstream operators — content that StreamNow had no authority to distribute in the first instance — demonstrates a reckless disregard for Aurelius's rights that goes beyond passive exploitation. By sublicensing the content, StreamNow affirmatively expanded the unauthorized distribution chain, multiplied the number of platforms on which Aurelius's content was available without authorization, and extended the infringement into additional jurisdictions (Canada and Australia).

The sublicensing fees attributable to Aurelius content total $6.5 million, representing direct profit derived from expanding the unauthorized distribution chain. This revenue further demonstrates that StreamNow treated the Aurelius catalog as a commercial asset to be exploited for maximum profit, without regard to whether it had lawful authority to do so.

E. Continued Exploitation After Notice

1. Timeline of Notice and Continued Infringement

The following timeline details the sequence of events through which StreamNow received actual notice of Aurelius's ownership claim and the unauthorized nature of StreamNow's exploitation:

• October 15, 2025: Lena Kowalski, Head of Digital Rights Enforcement at Aurelius, discovers multiple Aurelius titles streaming on the StreamNow platform during routine content monitoring activities. Kowalski identifies titles from the "Meridian" franchise, the "Iron Compass" series, and several titles from the "Thornfield" catalog, among others.

• October 22, 2025: Kowalski escalates the discovery to Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC. Hartwell authorizes an internal investigation and directs Kowalski to coordinate with Aurelius Media Americas, Inc. and outside counsel.

• November 3, 2025: In response to an informal inquiry from Raj Anantharam (Aurelius SVP, Content Licensing & Distribution), Sandra Yee (StreamNow VP, Content Acquisition) sends an email acknowledging the presence of Aurelius content on the StreamNow platform but asserting that StreamNow obtained distribution rights through a "valid Content Distribution Agreement with Meridian Digital Distributors, LLC." See Appendix A. Yee's email does not attach the MDD Agreement, does not provide chain-of-title documentation, and does not offer to remove or suspend the content pending resolution.

• January 31, 2026: As of this date — the end of the measured infringement period for purposes of CipherTrace Analytics' forensic revenue analysis — Aurelius content remained available on the StreamNow platform and through sublicensed FAST channels. No evidence has been identified indicating that StreamNow took any steps to remove, suspend, or quarantine the Aurelius content at any point between November 3, 2025 and January 31, 2026.

StreamNow was thus on actual notice of Aurelius's ownership claim and objections no later than the informal inquiry that prompted Yee's November 3, 2025 email. From that point forward, StreamNow was aware that the legitimate rights holder — Aurelius — was challenging the authorization under which StreamNow was distributing the content. StreamNow's failure to remove or suspend the content after receiving this notice transforms any prior negligence into knowing, willful infringement.

2. Post-Notice Period Infringement

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

During this three-month post-notice period, StreamNow continued to generate revenue from the Aurelius content across all three revenue streams: subscription revenue, advertising revenue, and sublicensing fees. CipherTrace Analytics' preliminary analysis indicates that approximately $5.2 million of the total $38.6 million in attributable revenue was generated during the November 2025 through January 2026 period — revenue earned after StreamNow had been put on actual notice that its distribution of the Aurelius content was unauthorized.

Even if StreamNow conducted some form of internal review following Yee's November 3, 2025 email — and there is no evidence that it did — the failure to take down the content pending the resolution of that review demonstrates, at minimum, reckless disregard for Aurelius's rights. A reasonable content platform, upon being notified by the actual rights holder that the platform's purported licensor may lack authority, would immediately suspend distribution of the disputed content while conducting a thorough investigation. StreamNow did not do so. Instead, it continued to monetize and sublicense the content without interruption, treating Aurelius's objections as a matter to be brushed aside rather than a serious challenge requiring immediate remedial action.

The post-notice infringement period is particularly significant because it eliminates any residual ambiguity about StreamNow's state of mind. Whatever StreamNow's knowledge may have been at the time it entered into the MDD Agreement in March 2024, by November 2025 it had been expressly notified that the actual rights holder disputed MDD's authority. StreamNow's decision to continue exploiting the content in the face of that notification constitutes willful infringement as a matter of law under controlling Ninth Circuit authority. See Columbia Pictures Television, 259 F.3d at 1194–95 (affirming willfulness where defendant continued to broadcast copyrighted programming after being put on notice that its license had expired).

IV. Anticipated Defenses to Willfulness and Rebuttal

StreamNow can be expected to raise several defenses to Aurelius's willfulness allegations. We address each anticipated defense and the corresponding rebuttal below.

A. "Innocent Infringer" Defense Under § 504(c)(2)

Anticipated Defense. StreamNow may argue that it qualifies as an "innocent infringer" under 17 U.S.C. § 504(c)(2), asserting that it "was not aware and had no reason to believe" that its actions constituted copyright infringement. If successful, this defense would reduce the statutory damages floor to $200 per work.

Rebuttal. The innocent infringer defense is unavailable to StreamNow for multiple independent reasons.

First, the innocent infringer defense is subject to a statutory limitation: under § 504(c)(2), where a notice of copyright "in the form and position specified by" § 401 (for published works) "appeared on the published . . . 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." Aurelius's copyright notices appear on all published copies of its audiovisual works, as is standard practice for a major media conglomerate. Each of the 217 titles bears copyright notice in accordance with § 401, including the copyright symbol (©), the year of first publication, and the name of the copyright owner (Aurelius Global Media Group PLC or the applicable subsidiary). StreamNow had access to these published copies — it ingested and distributed them on its platform. Accordingly, the statutory presumption bars StreamNow from claiming innocent infringement.

Second, even apart from the statutory bar, the factual record overwhelmingly refutes any claim of innocence. StreamNow is a sophisticated, well-capitalized streaming platform with in-house legal counsel, experienced outside IP counsel, and a business model that revolves around content licensing. The red flags surrounding MDD — its single-member LLC structure, lack of industry track record, and the extraordinary scope of the catalog it purported to control — would have been apparent to any reasonable content acquisition team. StreamNow's failure to verify MDD's authority directly with Aurelius, despite both companies being headquartered in Los Angeles, eliminates any possibility that StreamNow lacked "reason to believe" its actions constituted infringement.

Third, StreamNow's continued exploitation of the content after receiving actual notice of Aurelius's ownership claim on November 3, 2025, is categorically inconsistent with the innocent infringer defense. An infringer who continues to distribute content after being notified by the rights holder that the distribution is unauthorized cannot, by definition, claim that it was "not aware and had no reason to believe" its actions were infringing.

B. Reliance on MDD License

Anticipated Defense. StreamNow will likely argue that it reasonably relied on the MDD Content Distribution Agreement as a valid sublicense granting it the right to distribute the 217 Aurelius titles. StreamNow may contend that it entered into a facially valid agreement with MDD, paid consideration for the purported license rights, and had no reason to doubt MDD's authority.

Rebuttal. Reliance on a license from an unverified, thinly capitalized, single-member LLC with no public track record — covering a major public company's most valuable franchise properties — is not reasonable reliance. It is willful blindness.

Courts have consistently held that reliance on a purported license does not negate willfulness where the defendant failed to conduct reasonable due diligence to verify the licensor's authority. See, e.g., Arista Records, LLC v. Doe 3, 604 F.3d 110, 118 (2d Cir. 2010) (knowledge of infringement may be imputed where defendant failed to investigate obvious indicia of unauthorized distribution); Maverick Recording Co. v. Harper, 598 F.3d 193, 198 (5th Cir. 2010) (willfulness may be established where defendant "should have known" conduct was infringing). In the content licensing context, a platform that acquires hundreds of titles from an unknown distributor without verifying the distributor's authority with the actual rights holder cannot claim that its reliance was reasonable.

The specific factors that undermine StreamNow's reliance defense include:

• MDD has no public track record as a distributor of major studio content.

• The catalog purportedly covered by the MDD Agreement includes globally recognized, billion-dollar franchise properties that no reasonable content platform would expect to acquire from a single-member LLC.

• Aurelius is a publicly traded company with a readily accessible U.S. subsidiary headquartered in the same city as StreamNow. Verifying MDD's authority would have required minimal effort.

• StreamNow appears to have made no effort to request or review chain-of-title documentation tracing MDD's rights back to Aurelius.

• MDD's sole principal, Franklin Ogilvie, is a former Aurelius employee who was terminated for cause — a fact that reasonable due diligence would have uncovered.

In sum, whatever representations MDD may have made in the Content Distribution Agreement, StreamNow's failure to conduct even basic due diligence to verify those representations renders any claim of reasonable reliance untenable.

C. Good Faith / Advice of Counsel

Anticipated Defense. StreamNow may argue that it acted in good faith by seeking or receiving advice from its in-house General Counsel, Tobias Rennert, or its outside counsel at Grantham Roth & Pearce LLP (Victoria Langford, Partner; Brian Matsuda, Associate) before entering into the MDD Agreement or before ingesting the Aurelius content onto its platform.

Rebuttal. The advice-of-counsel defense presents StreamNow with a dilemma. If StreamNow's counsel reviewed the MDD arrangement and failed to flag the obvious due diligence gaps described above — including MDD's lack of industry presence, the extraordinary scope of the purported license, and the failure to verify MDD's authority with Aurelius — that failure speaks to counsel's competence, not to StreamNow's good faith. Negligent legal advice does not transform an unreasonable business decision into a reasonable one for purposes of the willfulness analysis.

Conversely, if StreamNow did not seek counsel's advice before entering into the MDD Agreement — which, given the apparent absence of any due diligence, is a distinct possibility — then the absence of legal review for a transaction of this magnitude and risk profile further supports a finding of willfulness. A company with in-house legal counsel and experienced outside IP counsel that fails to consult either one before acquiring a catalog of 350+ titles from an unknown distributor has acted with reckless disregard.

Moreover, any assertion of the advice-of-counsel defense requires StreamNow to waive attorney-client privilege with respect to the relevant communications. Such a waiver may itself reveal additional damaging information, including internal discussions about the risks of the MDD transaction, concerns raised by counsel that were overridden by the business team, or the absence of any meaningful legal review. We should be prepared to argue that StreamNow's waiver must be broad enough to encompass all communications related to the MDD Agreement, the Aurelius content, and StreamNow's response to Aurelius's notice.

D. Prompt Remedial Action

Anticipated Defense. StreamNow may argue that it took prompt action upon learning of the dispute, including conducting an internal review and engaging counsel to assess the situation.

Rebuttal. The evidence does not support a claim of prompt remedial action. The timeline is clear:

• On November 3, 2025, Sandra Yee acknowledged Aurelius's inquiry and cited the MDD sublicense as the basis for StreamNow's distribution of the content. Yee's email did not offer to remove or suspend the content, did not commit to any investigation or verification process, and did not suggest that StreamNow was taking any remedial steps.

• As of January 31, 2026 — nearly three months after Yee's email — the Aurelius content remained available on the StreamNow platform and on the sublicensed FAST channels operated by Brindoval Channel Networks, BrightLoop Media, Velvet Stream Partners, and Pacific Lantern Digital.

• There is no evidence in our possession of any internal communications, memoranda, or directives in which StreamNow ordered the removal, suspension, or quarantine of the Aurelius content at any point after receiving notice.

Far from demonstrating prompt remedial action, this timeline demonstrates the opposite: StreamNow's response to Aurelius's challenge was to assert the MDD sublicense as a shield and continue business as usual, monetizing Aurelius's content without interruption. A defendant that fails to take any remedial action for three months after receiving notice from the actual rights holder cannot credibly claim that it acted promptly.

V. Application of Willfulness to Damages Calculation

A. Enhanced Statutory Damages

If the court finds that StreamNow's infringement was willful, 17 U.S.C. § 504(c)(2) authorizes enhanced statutory damages of up to $150,000 per work infringed.

For the 189 timely-registered works (registered with the U.S. Copyright Office before infringement commenced on April 1, 2024, or within three months of first publication), maximum enhanced statutory damages total:

189 works × $150,000 = $28,350,000

For all 217 works — including the 28 late-registered titles — the theoretical maximum, if all works were timely registered, would be:

217 works × $150,000 = $32,550,000

However, because the 28 late-registered works (registered between May 2024 and October 2025) do not satisfy the requirements of 17 U.S.C. § 412, they are eligible only for actual damages and profits under § 504(b), not for statutory damages. The practical statutory damages ceiling for the willfulness claim is therefore $28,350,000.

Even at the non-enhanced statutory damages rate, the 189 eligible works carry a maximum statutory damages exposure of $5,670,000 (189 × $30,000), and the willfulness enhancement represents a potential increase of $22,680,000 over that amount. This differential underscores the significance of establishing willfulness to Aurelius's overall damages posture.

B. Relationship to Actual Damages/Profits Theory

Aurelius's preferred damages theory is actual damages plus the infringer's profits under 17 U.S.C. § 504(b). Dr. Elena Vasquez of Hargrove Economic Consulting Group has prepared a preliminary net recoverable damages estimate of $41.3 million under this theory, calculated as follows:

The actual damages/profits theory yields a higher recovery than the enhanced statutory damages ceiling of $28.35 million for the 189 eligible works, and it captures damages for all 217 works regardless of registration timing. Accordingly, Aurelius presently intends to elect actual damages and profits as its primary damages theory.

However, willfulness remains critically important even under the actual damages/profits theory for several reasons:

(a) Enhanced remedies and injunctive relief. A willfulness finding supports a broader range of equitable remedies and strengthens the case for permanent injunctive relief under 17 U.S.C. § 502. It demonstrates that StreamNow is unlikely to voluntarily cease its infringing conduct and that injunctive relief is necessary to prevent future infringement.

(b) Attorneys' fees. A willfulness finding substantially increases the likelihood of a full attorneys' fees award under 17 U.S.C. § 505, which is a significant consideration given the pre-suit phase budget of $485,000 and anticipated total litigation costs that may exceed several million dollars if the case proceeds through trial. Fee-shifting would meaningfully improve Aurelius's net recovery.

(c) Settlement pressure. The combination of a $41.3 million actual damages theory and an alternative $28.35 million enhanced statutory damages theory, coupled with the prospect of attorneys' fees, creates aggregate exposure for StreamNow and Pinnacle Ventures that significantly exceeds either damages figure standing alone. This aggregate exposure provides powerful settlement leverage.

(d) Litigation floor. If any element of the actual damages proof is challenged at trial or on summary judgment — for example, if the court excludes certain components of the lost licensing revenue calculation or reduces the infringer's profits figure based on apportionment arguments — the enhanced statutory damages theory provides a litigation floor of up to $28.35 million. This fallback is available only if willfulness is established.

C. Attorneys' Fees Under 17 U.S.C. § 505

Section 505 of the Copyright Act provides for a discretionary award of attorneys' fees to the prevailing party in any civil copyright action. This provision applies only to works that were timely registered under § 412 — here, the 189 timely-registered titles. The Supreme Court in Kirtsaeng held that the "objective unreasonableness" of the losing party's position should be given "substantial weight" in the § 505 analysis, though it is not dispositive. 579 U.S. at 202–03.

In the Ninth Circuit, courts apply a multi-factor analysis that considers, among other things: (1) the degree of success obtained; (2) frivolousness; (3) motivation; (4) objective unreasonableness; and (5) the need to advance considerations of compensation and deterrence. See Fantasy, Inc. v. Fogerty, 94 F.3d at 558–59. Willfulness is a significant factor in this analysis because it directly bears on the objective unreasonableness of the defendant's conduct and litigating position, and because it weighs heavily in the deterrence calculus.

A finding of willful infringement substantially increases the likelihood that the court will exercise its discretion to award full attorneys' fees to Aurelius. Given the anticipated scope and duration of the litigation, the fee award itself could be substantial — potentially several million dollars — and would meaningfully increase Aurelius's net recovery while simultaneously increasing the financial consequences for StreamNow.

VI. Strategic Implications

A. Pre-Suit Demand Leverage

The willfulness analysis developed in this memorandum directly strengthens the formal demand letter to be served on StreamNow, which is targeted for issuance in March 2026. The demand letter should be addressed to Tobias Rennert, General Counsel of StreamNow Holdings, Inc., with copies to StreamNow's outside counsel at Grantham Roth & Pearce LLP (Victoria Langford, Partner).

The demand letter should include detailed willfulness allegations, emphasizing the specific facts that support enhanced damages exposure: StreamNow's failure to verify MDD's authority, the red flags surrounding MDD and Ogilvie, StreamNow's sophistication and industry position, the scale and duration of the infringement, the downstream sublicensing, and the continued exploitation after notice. By foregrounding these facts, the demand letter communicates to StreamNow and its counsel that Aurelius has developed a robust evidentiary foundation for willfulness and is prepared to pursue enhanced damages aggressively.

The potential statutory damages exposure of $28.35 million to $32.55 million, layered on top of the $41.3 million actual damages theory, creates significant aggregate exposure for StreamNow. Importantly, this exposure extends beyond StreamNow to its majority investor, Pinnacle Ventures Fund III, LP (Howard Cheng, Managing Partner), which holds approximately 62% of StreamNow on a fully diluted basis and has $145 million invested in the company. Pinnacle's board representatives and investment committee will be directly concerned about the magnitude of the potential liability and the reputational consequences of a willful infringement finding. This dynamic creates additional settlement pressure through the investor channel.

B. Complaint and TRO/PI Motion

Willfulness allegations should be prominently pleaded in the draft complaint, with a dedicated section setting forth the factual basis for willfulness in detail. The complaint should allege willful infringement as a separate claim or, at minimum, as an element of the enhanced damages prayer. The factual allegations should track the analysis in Section III of this memorandum, including specific references to MDD's lack of credentials, Ogilvie's background, the red flags that StreamNow ignored, and the post-notice continued exploitation.

The willfulness evidence also reinforces the case for emergency injunctive relief. In the TRO/preliminary injunction motion, willfulness evidence supports both the irreparable harm and balance of equities analyses:

• Irreparable harm: StreamNow's willful, knowing exploitation of Aurelius's copyrights — including continued distribution after receiving actual notice of Aurelius's objections — demonstrates that StreamNow will not voluntarily cease its infringing conduct and that Aurelius will suffer ongoing, irreparable harm absent judicial intervention.

• Balance of equities: A defendant that is willfully infringing another party's copyrights has no equitable interest in continuing the infringement. StreamNow's willfulness tips the balance of equities decisively in Aurelius's favor.

• Public interest: The public interest favors the enforcement of copyright protections against willful infringers. A willfulness finding underscores that injunctive relief serves not only Aurelius's private interests but also the broader public interest in a functioning copyright system.

C. Claims Against MDD and Ogilvie

The willfulness analysis as to StreamNow does not depend on establishing liability against MDD or Franklin Ogilvie. StreamNow's willfulness is independently established by its own conduct — its failure to conduct due diligence, its sophistication, and its post-notice exploitation. However, the facts surrounding MDD and Ogilvie are integral to proving StreamNow's reckless disregard, because they establish the universe of red flags that StreamNow ignored.

Separate claims against MDD and Ogilvie should be pursued in parallel, both for their independent merit and for the discovery opportunities they present:

• Against MDD and Ogilvie: Claims for direct copyright infringement (unauthorized reproduction and distribution), contributory infringement, inducement of infringement, fraud (misrepresentation of authority to sublicense), and breach of fiduciary duty (as to Ogilvie, arising from his former employment relationship with Aurelius).

• Against Ogilvie individually: Claims for breach of the separation agreement dated June 30, 2021 (specifically, the non-compete covenant, the non-solicitation covenant, and the prohibition on use of Aurelius intellectual property), misappropriation of trade secrets (if Ogilvie used confidential Aurelius licensing data to create MDD's purported catalog), and fraud.

Discovery in the MDD/Ogilvie claims will provide additional channels to uncover evidence bearing on StreamNow's willfulness, including: (a) communications between Ogilvie and StreamNow's content acquisition team, which may reveal what StreamNow knew about Ogilvie's background and MDD's lack of authority; (b) the MDD Agreement itself, including any representations and warranties (or lack thereof) regarding MDD's authority; (c) financial records showing the consideration paid by StreamNow to MDD, which may reveal below-market pricing consistent with a sham transaction; and (d) any due diligence materials (or the absence thereof) that StreamNow generated in connection with the MDD transaction.

VII. Conc

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It was prepared in anticipation of litigation and reflects the mental impressions, conclusions, and legal theories of counsel. It should not be disclosed to any third party without the express written authorization of Calderwood & Harkness LLP and the client.
MEMORANDUM
TO: Marcus Delgado, Partner, intellectual Property — Calderwood & Harkness LLP
FROM: Omar Siddiqui, Associate, intellectual Property; Reviewed by Wendy Schultz, Senior Associate, intellectual Property
DATE: March 4, 2026
RE: Willfulness Analysis — Aurelius Global Media Group PLC v. StreamNow Holdings, Inc. et al.
MATTER NO.: 1017-00003
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I. Executive Summary
This memorandum analyzes whether the conduct of StreamNow Holdings, Inc. ("StreamNow") in connection with its unauthorized reproduction, distribution, public performance, and public display of 217 audiovisual works owned by Aurelius Global Media Group PLC ("Aurelius") and its subsidiaries qualifies as "willful" infringement within the meaning of 17 U.S.C. § 504(c)(2). A finding of willfulness would entitle Aurelius to enhanced statutory damages of up to $150,000 per work infringed, a significant increase over the ordinary statutory damages ceiling of $30,000 per work.
Based on our review of the facts currently available — including documentary evidence, correspondence, corporate filings, forensic revenue analyses, and copyright registration records — we conclude that there is a strong basis to establish willfulness. This conclusion rests on multiple independent and mutually reinforcing factors:
1. Failure to Conduct Reasonable Due Diligence. StreamNow claims it obtained rights to the 217 Aurelius titles through a Content Distribution Agreement with Meridian Digital Distributors, LLC ("MDD"), a single-member California limited liability company with no public track record as a major content distributor. StreamNow failed to verify MDD's purported authority to sublicense a catalog belonging to a publicly traded media conglomerate with approximately £1.87 billion (~$2.36 billion) in annual revenue, despite numerous red flags that should have prompted further inquiry.
2. StreamNow's Sophistication. StreamNow is a major content aggregation platform with estimated FY2025 revenue of $312 million, backed by $145 million in institutional venture capital investment. It employs in-house general counsel and retains experienced outside IP litigation counsel. Its operational model as a "super-aggregator" inherently requires rigorous rights clearance, and the company cannot credibly claim ignorance of the need to verify licensor authority for a major studio catalog.
3. Scale and Duration. The infringement encompasses 217 distinct titles — including 142 feature films and 75 television series comprising 1,038 individual episodes — distributed across 14 countries over a period of approximately 22 months, from April 1, 2024 through January 31, 2026. CipherTrace Analytics' forensic analysis attributes $38.6 million in total revenue to StreamNow's exploitation of Aurelius content. This was not an isolated or inadvertent act of infringement but a sustained, systematic, and highly profitable campaign of unauthorized exploitation.
4. Franklin Ogilvie's Known Background. MDD's sole member and manager, Franklin Ogilvie, is a former mid-level licensing manager at Aurelius Media Americas, Inc. whose employment was terminated following an internal investigation into unauthorized access to Aurelius's content management systems. Reasonable industry due diligence would have revealed Ogilvie's background, and his prior termination for cause constitutes a significant red flag that should have prompted heightened scrutiny.
5. Downstream Sublicensing. StreamNow affirmatively expanded the scope of unauthorized distribution by sublicensing bundles containing Aurelius content to at least four third-party FAST channel operators across the United States, Canada, and Australia, generating $6.5 million in sublicensing fees.
6. Continued Exploitation After Actual Notice. After receiving actual notice of Aurelius's ownership claim and objections no later than November 3, 2025 — through the informal inquiry that prompted StreamNow VP Sandra Yee's email to Aurelius SVP Raj Anantharam — StreamNow continued to make the Aurelius content available on its platform and through sublicensed channels for at least an additional three months, through January 31, 2026, without suspending access or conducting meaningful verification.
If willfulness is established for the 189 works that were timely registered with the U.S. Copyright Office (i.e., registered before infringement commenced or within three months of first publication), the maximum enhanced statutory damages under § 504(c)(2) total $28,350,000 (189 × $150,000). If willfulness could hypothetically be applied across all 217 works — though statutory damages are available only for the 189 timely-registered titles — the theoretical maximum would be $32,550,000 (217 × $150,000). The 28 remaining works, which were registered between May 2024 and October 2025, are eligible only for actual damages and profits under § 504(b).
We note that Aurelius's preferred damages theory remains actual damages plus infringer's profits. Hargrove Economic Consulting Group (Dr. Elena Vasquez, engagement lead) has prepared a preliminary net recoverable damages estimate of $41.3 million under this theory, which exceeds the enhanced statutory damages ceiling for the 189 eligible works. Nevertheless, establishing willfulness remains critically important to the overall litigation posture for several reasons: it supports enhanced remedies and injunctive relief; it substantially strengthens the case for an award of full attorneys' fees under 17 U.S.C. § 505; it creates significant settlement pressure by exposing StreamNow and its majority investor, Pinnacle Ventures Fund III, LP, to aggregate exposure well in excess of $40 million; and it provides a litigation floor in the event that any element of the actual damages proof is challenged at trial or on summary judgment.
II. Legal Standard for Willful Infringement Under 17 U.S.C. § 504(c)(2)
A. Statutory Framework
The Copyright Act provides two alternative measures of relief for copyright infringement: (1) actual damages and the infringer's profits attributable to the infringement under 17 U.S.C. § 504(b), and (2) statutory damages under 17 U.S.C. § 504(c). A copyright owner may elect statutory damages at any time before final judgment is rendered. The statutory damages framework is tiered based on the nature of the defendant's conduct:
Non-willful infringement. Under 17 U.S.C. § 504(c)(1), the copyright owner may recover statutory damages in a sum of not less than $750 and not more than $30,000 per work infringed, "as the court considers just." This range applies to ordinary infringement where the defendant's conduct does not rise to the level of willfulness and is not subject to the innocent infringer reduction.
Willful infringement. Under 17 U.S.C. § 504(c)(2), "[i]n a case where the copyright owner sustains the burden of proving, and the court finds, that infringement was committed willfully, the court in its discretion may increase the award of statutory damages to a sum of not more than $150,000" per work infringed. This five-fold increase in the statutory ceiling reflects Congress's intent to deter knowing, deliberate violations of copyright and to provide meaningful compensation and deterrence where a defendant's conduct is particularly culpable.
Innocent infringement. By contrast, § 504(c)(2) also provides that where an infringer sustains the burden of proving it "was not aware and had no reason to believe that his or her acts constituted an infringement of copyright, the court in its discretion may reduce the award of statutory damages to a sum of not less than $200." This floor applies only where the defendant demonstrates genuine innocence — a threshold that, as discussed in Section IV.A below, StreamNow cannot satisfy.
Availability of statutory damages. Statutory damages are available only for works that were registered with the U.S. Copyright Office before the infringement commenced or within three months after the first publication of the work. 17 U.S.C. § 412. Here, based on the copyright registration search conducted by Lexington IP Services on January 22, 2026, 189 of the 217 infringed titles have timely registrations satisfying § 412's requirements. The remaining 28 titles were registered between May 2024 and October 2025, after infringement had already commenced on April 1, 2024, and outside the three-month post-publication window. These 28 works are eligible only for actual damages and profits under § 504(b). See Appendix E (Lexington IP Services copyright registration search results).
B. Definition of "Willful" in the Ninth Circuit
Because this action will be filed in the Central District of California, Ninth Circuit law governs the standard for willfulness. The Ninth Circuit has articulated a well-established framework for assessing willful copyright infringement.
Under Ninth Circuit precedent, infringement is "willful" when the defendant knows or should have known that its conduct constitutes copyright infringement. See Peer Int'l Corp. v. Pausa Records, Inc., 909 F.2d 1332, 1335–36 (9th Cir. 1990); Columbia Pictures Television, Inc. v. Krypton Broad. of Birmingham, Inc., 259 F.3d 1186, 1194 (9th Cir. 2001). The standard encompasses two distinct mental states: (1) actual knowledge that the defendant's conduct was infringing, and (2) reckless disregard for the copyright holder's rights — that is, acting with deliberate ignorance of information that would have revealed the infringement.
Importantly, willfulness does not require proof of malice or bad faith. See Peer Int'l Corp., 909 F.2d at 1336. A defendant may act willfully even without specific intent to harm the copyright owner, so long as the defendant knew that its actions constituted infringement or recklessly disregarded facts that would have revealed as much. Of course, evidence of malice, bad faith, or a deliberate scheme to exploit the copyright owner's property strengthens the case for willfulness and may influence the court's determination of the appropriate level of enhanced damages within the $150,000-per-work ceiling.
The Ninth Circuit has also recognized the concept of "willful blindness" — where a defendant deliberately avoids learning facts that would confirm its conduct is infringing. See In re Aimster Copyright Litig., 334 F.3d 643, 650 (7th Cir. 2003) (Posner, J.) (cited with approval by Ninth Circuit courts); Louis Vuitton Malletier, S.A. v. Akanoc Solutions, Inc., 658 F.3d 936, 944 (9th Cir. 2011). A defendant cannot insulate itself from a willfulness finding by simply failing to investigate obvious red flags or by choosing not to verify the legitimacy of a purported license when the circumstances clearly warranted such inquiry.
In Columbia Pictures Television, the Ninth Circuit affirmed a finding of willful infringement where the defendant continued to broadcast copyrighted programming after its license had expired, notwithstanding the defendant's claim that it believed the license remained in effect. 259 F.3d at 1194–95. The court emphasized that the defendant's sophistication and access to legal counsel undermined any claim of innocent reliance. Similarly, in UMG Recordings, Inc. v. MP3.com, Inc., the court found willfulness where the defendant "knew or should have known" that its re-encoding and redistribution of copyrighted recordings was infringing, despite the defendant's argument that it believed its activities were protected by fair use. 92 F. Supp. 2d 349, 352 (S.D.N.Y. 2000) (widely cited by Ninth Circuit courts).
We also note that willfulness is typically a question of fact, to be determined by the finder of fact (whether judge or jury) based on the totality of the evidence. See Adobe Sys. Inc. v. Canus Prods., Inc., 11 F. Supp. 3d 942, 951 (N.D. Cal. 2014). However, pre-suit evidence can strongly support the willfulness claim for purposes of pleading, motion practice, and settlement leverage. Courts have denied summary judgment on willfulness where the evidence, viewed in the light most favorable to the copyright owner, would support a reasonable finding of willfulness, even where the defendant offers a facially plausible explanation for its conduct.
C. Burden of Proof
The burden of proving willfulness rests with the copyright owner — here, Aurelius. See 17 U.S.C. § 504(c)(2); Peer Int'l Corp., 909 F.2d at 1336. Aurelius must demonstrate willfulness by a preponderance of the evidence — that is, it must show that it is more likely than not that StreamNow knew or should have known that its conduct constituted copyright infringement.
In assessing willfulness, courts consider the totality of the circumstances, including but not limited to:
• The defendant's actual or constructive knowledge that its conduct was infringing;
• The defendant's level of sophistication and experience in the relevant industry;
• The defendant's access to legal counsel and whether it sought or obtained legal advice;
• The presence of "red flags" or warning signs that should have prompted further inquiry;
• The defendant's conduct upon receiving notice of the alleged infringement;
• The scale, duration, and profitability of the infringement;
• Whether the defendant took reasonable steps to investigate the legitimacy of any purported license or authorization; and
• Whether the defendant acted promptly to cease the infringing activity upon learning of the dispute.
As detailed in Section III below, these factors uniformly weigh in favor of willfulness in this case.
D. Relevance Beyond Statutory Damages
Even where a copyright owner elects actual damages and profits rather than statutory damages — as Aurelius presently intends to do, given the higher recovery available under the actual damages/profits theory — a finding of willfulness carries substantial additional weight in several respects.
Attorneys' fees. Section 505 of the Copyright Act provides that "[i]n any civil action under this title, the court in its discretion may allow the recovery of full costs by or against any party other than the United States or an officer thereof. Except as otherwise provided by this title, the court may also award a reasonable attorney's fee to the prevailing party as part of the costs." 17 U.S.C. § 505. While § 505 fee awards are discretionary, the Supreme Court in Kirtsaeng v. Crowne Albany Industries, Inc., 579 U.S. 197 (2016), held that courts should give "substantial weight" to the objective reasonableness (or unreasonableness) of the losing party's litigating position. A finding of willfulness — which necessarily implies that the defendant knew or should have known its conduct was infringing — strongly supports a conclusion that the defendant's litigating position was objectively unreasonable. In the Ninth Circuit, willfulness is a significant factor in the multi-factor analysis courts apply in exercising their discretion under § 505. See Fantasy, Inc. v. Fogerty, 94 F.3d 553, 558–59 (9th Cir. 1996).
Injunctive relief. Willfulness is relevant to the equitable balance in motions for temporary restraining orders and preliminary injunctions under 17 U.S.C. § 502. A defendant's knowing, willful exploitation of a plaintiff's copyrights weighs heavily in the irreparable harm and balance of equities analyses, because it demonstrates that the defendant is unlikely to voluntarily cease its infringing conduct absent judicial intervention.
Settlement leverage. A well-supported willfulness allegation, backed by concrete evidence, significantly increases settlement pressure. The potential for enhanced statutory damages of up to $150,000 per work, coupled with the prospect of a full attorneys' fees award, exposes the defendant to aggregate liability far exceeding the actual damages in controversy. This exposure incentivizes early and favorable settlement, particularly where — as here — the defendant's majority investor may face significant financial consequences.
Deterrent effect. Willfulness allegations and findings serve the broader deterrent purpose of the Copyright Act's remedial scheme. By seeking and obtaining a willfulness determination, Aurelius sends a clear signal to the industry that unauthorized exploitation of its content will be met with the full range of enhanced remedies available under the statute.
III. Factual Basis for Willfulness Finding
A. StreamNow's Failure to Conduct Reasonable Due Diligence on MDD's Authority
1. The MDD Sublicense Lacks Any Legitimate Provenance
StreamNow's sole defense to liability is its claim that it obtained rights to the 217 Aurelius titles through a Content Distribution Agreement (the "MDD Agreement") with Meridian Digital Distributors, LLC ("MDD"), which StreamNow asserts was executed on or about March 15, 2024. StreamNow's reliance on the MDD Agreement is the cornerstone of its position, and the circumstances surrounding that agreement are the most significant evidence bearing on willfulness.
The claim of MDD authorization was first articulated by Sandra Yee, StreamNow's Vice President of Content Acquisition, in an email dated November 3, 2025, sent to Raj Anantharam, Aurelius's Senior Vice President of Content Licensing & Distribution. See Appendix A. In that email, Yee stated that StreamNow had "acquired distribution rights to the titles in question through a valid Content Distribution Agreement with Meridian Digital Distributors, LLC, a California-based content distribution company." Yee's email did not attach the MDD Agreement or provide any chain-of-title documentation. Nor did Yee identify MDD's principal or explain the basis for MDD's purported authority to sublicense works owned by Aurelius, a publicly traded media conglomerate.
MDD is a California limited liability company (SOS File No. 202115729430) that was incorporated in late 2021. See Appendix C. Its sole member and manager is Franklin Ogilvie. MDD has no publicly discernible track record as a major content distributor. It does not appear to maintain a corporate website, and publicly available records do not reflect any prior major distribution agreements with studios, networks, or other rights holders. In short, MDD is a single-member LLC of no apparent substance or reputation, operated by a single individual — yet it purportedly held the authority to sublicense a catalog of extraordinary commercial value to a major streaming platform.
The MDD Agreement purportedly covered 350+ titles, including the 217 Aurelius works at issue. The Aurelius titles encompassed some of the most commercially valuable properties in the Aurelius catalog:
• The "Meridian" franchise: six feature films with a combined global theatrical box office of approximately $1.43 billion, each of which has generated substantial additional revenue through home entertainment, licensing, and ancillary exploitation.
• The "Iron Compass" series: four seasons comprising 48 episodes, which averaged 9.2 million UK viewers per episode during original broadcast — one of the most-watched dramatic series in UK television history.
• The "Thornfield" period drama catalog: 12 titles that have collectively received seven BAFTA awards, representing the crown jewels of Aurelius's prestige television portfolio.
That a single-member LLC with no discernible industry presence would hold sublicensing rights to a catalog of this caliber — including globally recognized, billion-dollar franchise properties belonging to a publicly listed company — is, on its face, implausible. The implausibility of MDD's claimed authority should have been immediately apparent to any sophisticated content acquisition team operating at StreamNow's level.
2. Red Flags That Should Have Triggered Further Inquiry
A sophisticated streaming platform generating an estimated $312 million in annual revenue would reasonably be expected to maintain standard content acquisition protocols, including verification of chain of title and licensor authority for any significant catalog acquisition. The acquisition of 350+ titles — including major franchise properties — from a previously unknown distributor is precisely the type of transaction that demands heightened scrutiny.
The following red flags, individually and collectively, should have triggered further inquiry by StreamNow before it entered into the MDD Agreement and began ingesting Aurelius content onto its platform:
The disparity between MDD's apparent stature and the catalog's value. MDD is a single-member California LLC with no public track record as a major content distributor. It has no known prior distribution relationships with major studios or networks, no discernible corporate infrastructure, and no publicly available financial statements or credit history that would suggest it had the resources or relationships necessary to acquire sublicensing authority over a catalog valued in the hundreds of millions of dollars. A reasonable content acquisition team would have questioned how a company of this profile came to hold rights to some of the most valuable audiovisual properties in the global marketplace.
The catalog belongs to a publicly traded media conglomerate. Aurelius Global Media Group PLC is a publicly traded company listed on the AIM market of the London Stock Exchange (ticker: AGLM), with FY2025 revenue of approximately £1.87 billion (~$2.36 billion). Major media conglomerates of Aurelius's stature do not typically grant sublicensing authority to unknown single-member LLCs. They engage established, well-capitalized distributors through carefully negotiated agreements with extensive representations, warranties, and verification mechanisms. The fact that MDD — rather than Aurelius itself or an established distribution partner — was offering these rights should have immediately raised questions.
Industry standard practice requires chain-of-title verification. In the content acquisition industry, standard practice for transactions of this scale involves, at minimum: (a) requesting representations and warranties from the licensor regarding its authority to grant the license, backed by verifiable chain-of-title documentation tracing the rights from the original owner through any intermediate parties; (b) contacting the content owner (here, Aurelius) directly to confirm that the licensor has been granted the authority it claims; and (c) conducting rights-holder lookups through copyright registration databases maintained by the U.S. Copyright Office and equivalent international registries. There is no evidence that StreamNow took any of these steps.
StreamNow and Aurelius Media Americas, Inc. are both headquartered in Los Angeles. StreamNow's headquarters are located at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Aurelius's U.S. subsidiary, Aurelius Media Americas, Inc., is headquartered at 1900 Avenue of the Stars, Suite 2200, Los Angeles, California. The two companies are located in the same city — indeed, approximately five miles apart. A simple phone call, email, or in-person meeting with Aurelius Media Americas could have confirmed whether MDD had any authority to sublicense Aurelius content. There is no evidence that StreamNow ever contacted Aurelius or Aurelius Media Americas at any point prior to ingesting the 217 titles onto its platform.
The scope of the purported license was extraordinary. The MDD Agreement purportedly covered more than 350 titles, including billion-dollar franchise properties. A deal of this scope and commercial significance would ordinarily involve extensive negotiation, corporate approvals, and due diligence on both sides. The apparent ease with which StreamNow entered into the MDD Agreement — without, so far as the evidence shows, conducting any independent verification — is itself evidence of reckless disregard.
3. Ogilvie's Background as a Former Aurelius Employee
The identity and background of MDD's sole principal, Franklin Ogilvie, provide additional and independently significant evidence of willfulness.
Ogilvie was employed as a mid-level licensing manager at Aurelius Media Americas, Inc. from approximately 2017 through June 30, 2021. In that capacity, Ogilvie had access to Aurelius's content management systems, licensing databases, and detailed knowledge of Aurelius's content catalog, rights holdings, and distribution relationships. His employment was terminated following an internal investigation into unauthorized access to certain of Aurelius's content management systems — an investigation that resulted in a determination that Ogilvie had engaged in conduct warranting immediate separation.
On June 30, 2021, Ogilvie executed a separation agreement with Aurelius Media Americas, Inc. See Appendix B (relevant provisions). The separation agreement includes, among other provisions: (a) a non-compete covenant restricting Ogilvie from engaging in activities competitive with Aurelius's content licensing business for a period of two years following separation; (b) a non-solicitation covenant; and (c) an explicit prohibition on the use, reproduction, distribution, or exploitation of any Aurelius intellectual property, including all audiovisual works in the Aurelius catalog, in perpetuity.
MDD was incorporated shortly after Ogilvie's departure from Aurelius, in late 2021. The temporal proximity between Ogilvie's termination and MDD's formation, coupled with the fact that MDD purports to hold sublicensing authority over the very catalog that Ogilvie managed during his Aurelius employment, is profoundly suggestive. Reasonable industry due diligence — including a basic background check on MDD's principal — would have revealed Ogilvie's prior employment at Aurelius and the circumstances of his departure. At minimum, this information should have prompted StreamNow to verify MDD's authority directly with Aurelius before proceeding.
If StreamNow knew of Ogilvie's background and proceeded anyway, that knowledge constitutes strong evidence of actual knowledge of infringement, or at minimum, willful blindness. If StreamNow did not know of Ogilvie's background because it failed to conduct a basic background check on MDD's sole principal, that failure itself constitutes reckless disregard for Aurelius's rights — a sophisticated content platform acquiring hundreds of millions of dollars' worth of content rights cannot plead ignorance of the identity and background of its licensor's sole principal.
B. Scale and Duration of the Infringement
1. Scope of Infringing Activity
The infringement at issue is not a marginal or isolated incident. StreamNow's unauthorized exploitation of Aurelius content encompasses 217 distinct audiovisual works, broken down as follows:
• 142 feature films, ranging from major theatrical releases (including the six films in the "Meridian" franchise, with a combined global theatrical box office of approximately $1.43 billion) to independent productions, documentary features, and animated films.
• 75 television series comprising a total of 1,038 individual episodes, including the "Iron Compass" series (4 seasons, 48 episodes) and the "Thornfield" period drama catalog (12 titles, 7 BAFTA awards).
To put this in context, Aurelius's total content library comprises approximately 4,200+ titles. The 217 titles at issue represent a disproportionately large share of Aurelius's most commercially valuable properties — the titles that drive subscriber acquisition, generate premium advertising revenue, and command the highest licensing fees in the marketplace.
The content was made available on StreamNow's platform across 14 countries, including the United States, Canada, the United Kingdom, Australia, Germany, France, Japan, South Korea, Brazil, Mexico, India, Spain, Italy, and the Netherlands. StreamNow's unauthorized distribution thus extended to some of the most significant content markets in the world, directly competing with Aurelius's own authorized distribution arrangements in those territories.
2. Duration. The infringement period spans approximately 22 months, from April 1, 2024 (the date on which Aurelius content first appeared on the StreamNow platform, based on metadata and platform records identified by CipherTrace Analytics) through January 31, 2026 (the end of the measured infringement period for purposes of Dr. Frey's forensic revenue attribution analysis). As of the date of this memorandum, we have not confirmed whether the content has been removed; if it remains available, the infringement is ongoing.
A 22-month period of continuous, commercial-scale unauthorized exploitation is not the kind of fleeting or momentary act that might support a claim of inadvertence or good faith. It reflects a sustained, systematic campaign of unauthorized content distribution that generated substantial revenues for StreamNow over nearly two full fiscal years.
3. Revenue Scale
CipherTrace Analytics' forensic analysis, conducted under the direction of Dr. Nathan Frey (engagement lead), has determined that StreamNow generated an estimated $38.6 million in total revenue attributable to the 217 Aurelius titles during the 22-month infringement period. See Appendix D. This figure is broken down across three revenue streams:
This revenue scale is powerful evidence of willfulness. StreamNow did not accidentally host a handful of Aurelius titles in an obscure corner of its platform. It systematically ingested, promoted, monetized, and sublicensed 217 titles across multiple revenue streams and 14 international markets, generating nearly $40 million in attributable revenue. This is the conduct of a company that made a deliberate, profit-driven decision to exploit Aurelius's content — not the conduct of an innocent infringer who stumbled upon unauthorized material.
C. StreamNow's Sophistication and Industry Position
1. Corporate Sophistication
StreamNow Holdings, Inc. is a Delaware corporation (File No. 7291843) headquartered at 3400 Wilshire Boulevard, Suite 1800, Los Angeles, California 90010. Founded in 2019, the company has grown rapidly into one of the largest independent streaming content aggregation platforms in North America.
StreamNow's majority ownership position (~62% on a fully diluted basis) is held by Pinnacle Ventures Fund III, LP, managed by Pinnacle Ventures Management III, LLC, headquartered at 101 California Street, Suite 3500, San Francisco, California 94111. Pinnacle invested approximately $145 million in StreamNow's Series C financing round, which closed in June 2022. Howard Cheng serves as Managing Partner of Pinnacle Ventures. The magnitude of this investment underscores StreamNow's status as a sophisticated, well-capitalized enterprise with access to experienced advisors and institutional governance structures.
StreamNow maintains an in-house legal department led by Tobias Rennert, who serves as General Counsel. Additionally, StreamNow retains experienced outside IP litigation counsel at Grantham Roth & Pearce LLP (Victoria Langford, Partner; Brian Matsuda, Associate), located at 555 South Flower Street, Suite 4200, Los Angeles, California 90071. The presence of both in-house and outside counsel with IP expertise further undermines any claim that StreamNow lacked the resources or knowledge to verify MDD's authority before ingesting the Aurelius catalog.
StreamNow's operational model is that of a "super-aggregator" — a platform that bundles content from multiple studios, independent distributors, and content owners into subscription-based (SVOD) and advertising-supported (AVOD) tiers for direct-to-consumer distribution, and additionally sublicenses curated content bundles to third-party multichannel video programming distributors (MVPDs) and free ad-supported streaming television (FAST) channel operators. This business model inherently and necessarily requires thorough rights clearance for every title ingested onto the platform. Content licensing is not ancillary to StreamNow's business — it is the core of StreamNow's business. A company whose entire value proposition depends on the lawful aggregation and distribution of licensed content has a heightened obligation to verify the legitimacy of its content sources.
2. Relevant Industry Knowledge
The streaming content industry is one in which rights clearance and licensing disputes are not only foreseeable but routine. High-profile content licensing disputes have been extensively covered in trade publications such as Range, Tidewater Partners LLC, Deadline, and TechCrunch, and have been the subject of numerous federal court decisions. Unauthorized content distribution on streaming platforms has been the basis for multi-million-dollar litigation and settlements in recent years.
StreamNow operates squarely within this domain. Its executives, legal team, and content acquisition personnel are necessarily aware of the importance of verifying content rights and the consequences of distributing content without proper authorization. A platform of StreamNow's scale, sophistication, and industry position cannot credibly claim ignorance of the need to verify licensor authority for a major studio catalog, particularly one belonging to a publicly traded media conglomerate.
D. Sublicensing to Third-Party FAST Channel Operators
StreamNow's culpability is further compounded by the fact that it did not merely exploit the Aurelius content on its own platform — it affirmatively sublicensed bundles containing Aurelius titles to at least four third-party FAST channel operators, thereby expanding the scope of unauthorized distribution to additional platforms and territories:
1. Brindoval Channel Networks, Inc. (Dallas, Texas)
2. BrightLoop Media, LLC (Miami, Florida)
3. Velvet Stream Partners, LP (Toronto, Ontario, Canada)
4. Pacific Lantern Digital Pty Ltd (Sydney, New South Wales, Australia)
The act of sublicensing copyrighted content requires explicit authorization from the rights holder. A licensee may not sublicense its rights absent express permission from the licensor, and any sublicense granted without such permission is void ab initio. StreamNow's sublicensing of Aurelius content to downstream operators — content that StreamNow had no authority to distribute in the first instance — demonstrates a reckless disregard for Aurelius's rights that goes beyond passive exploitation. By sublicensing the content, StreamNow affirmatively expanded the unauthorized distribution chain, multiplied the number of platforms on which Aurelius's content was available without authorization, and extended the infringement into additional jurisdictions (Canada and Australia).
The sublicensing fees attributable to Aurelius content total $6.5 million, representing direct profit derived from expanding the unauthorized distribution chain. This revenue further demonstrates that StreamNow treated the Aurelius catalog as a commercial asset to be exploited for maximum profit, without regard to whether it had lawful authority to do so.
E. Continued Exploitation After Notice
1. Timeline of Notice and Continued Infringement
The following timeline details the sequence of events through which StreamNow received actual notice of Aurelius's ownership claim and the unauthorized nature of StreamNow's exploitation:
• October 15, 2025: Lena Kowalski, Head of Digital Rights Enforcement at Aurelius, discovers multiple Aurelius titles streaming on the StreamNow platform during routine content monitoring activities. Kowalski identifies titles from the "Meridian" franchise, the "Iron Compass" series, and several titles from the "Thornfield" catalog, among others.
• October 22, 2025: Kowalski escalates the discovery to Fiona Hartwell, General Counsel of Aurelius Global Media Group PLC. Hartwell authorizes an internal investigation and directs Kowalski to coordinate with Aurelius Media Americas, Inc. and outside counsel.
• November 3, 2025: In response to an informal inquiry from Raj Anantharam (Aurelius SVP, Content Licensing & Distribution), Sandra Yee (StreamNow VP, Content Acquisition) sends an email acknowledging the presence of Aurelius content on the StreamNow platform but asserting that StreamNow obtained distribution rights through a "valid Content Distribution Agreement with Meridian Digital Distributors, LLC." See Appendix A. Yee's email does not attach the MDD Agreement, does not provide chain-of-title documentation, and does not offer to remove or suspend the content pending resolution.
• January 31, 2026: As of this date — the end of the measured infringement period for purposes of CipherTrace Analytics' forensic revenue analysis — Aurelius content remained available on the StreamNow platform and through sublicensed FAST channels. No evidence has been identified indicating that StreamNow took any steps to remove, suspend, or quarantine the Aurelius content at any point between November 3, 2025 and January 31, 2026.
StreamNow was thus on actual notice of Aurelius's ownership claim and objections no later than the informal inquiry that prompted Yee's November 3, 2025 email. From that point forward, StreamNow was aware that the legitimate rights holder — Aurelius — was challenging the authorization under which StreamNow was distributing the content. StreamNow's failure to remove or suspend the content after receiving this notice transforms any prior negligence into knowing, willful infringement.
2. Post-Notice Period Infringement
The continued availability of Aurelius content for approximately three additional months after Yee's November 3, 2025 response — through at least January 31, 2026 — demonstrates StreamNow's conscious decision to continue profiting from the content despite being alerted to Aurelius's ownership claim and the absence of direct authorization from Aurelius.
During this three-month post-notice period, StreamNow continued to generate revenue from the Aurelius content across all three revenue streams: subscription revenue, advertising revenue, and sublicensing fees. CipherTrace Analytics' preliminary analysis indicates that approximately $5.2 million of the total $38.6 million in attributable revenue was generated during the November 2025 through January 2026 period — revenue earned after StreamNow had been put on actual notice that its distribution of the Aurelius content was unauthorized.
Even if StreamNow conducted some form of internal review following Yee's November 3, 2025 email — and there is no evidence that it did — the failure to take down the content pending the resolution of that review demonstrates, at minimum, reckless disregard for Aurelius's rights. A reasonable content platform, upon being notified by the actual rights holder that the platform's purported licensor may lack authority, would immediately suspend distribution of the disputed content while conducting a thorough investigation. StreamNow did not do so. Instead, it continued to monetize and sublicense the content without interruption, treating Aurelius's objections as a matter to be brushed aside rather than a serious challenge requiring immediate remedial action.
The post-notice infringement period is particularly significant because it eliminates any residual ambiguity about StreamNow's state of mind. Whatever StreamNow's knowledge may have been at the time it entered into the MDD Agreement in March 2024, by November 2025 it had been expressly notified that the actual rights holder disputed MDD's authority. StreamNow's decision to continue exploiting the content in the face of that notification constitutes willful infringement as a matter of law under controlling Ninth Circuit authority. See Columbia Pictures Television, 259 F.3d at 1194–95 (affirming willfulness where defendant continued to broadcast copyrighted programming after being put on notice that its license had expired).
IV. Anticipated Defenses to Willfulness and Rebuttal
StreamNow can be expected to raise several defenses to Aurelius's willfulness allegations. We address each anticipated defense and the corresponding rebuttal below.
A. "Innocent Infringer" Defense Under § 504(c)(2)
Anticipated Defense. StreamNow may argue that it qualifies as an "innocent infringer" under 17 U.S.C. § 504(c)(2), asserting that it "was not aware and had no reason to believe" that its actions constituted copyright infringement. If successful, this defense would reduce the statutory damages floor to $200 per work.
Rebuttal. The innocent infringer defense is unavailable to StreamNow for multiple independent reasons.
First, the innocent infringer defense is subject to a statutory limitation: under § 504(c)(2), where a notice of copyright "in the form and position specified by" § 401 (for published works) "appeared on the published . . . 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." Aurelius's copyright notices appear on all published copies of its audiovisual works, as is standard practice for a major media conglomerate. Each of the 217 titles bears copyright notice in accordance with § 401, including the copyright symbol (©), the year of first publication, and the name of the copyright owner (Aurelius Global Media Group PLC or the applicable subsidiary). StreamNow had access to these published copies — it ingested and distributed them on its platform. Accordingly, the statutory presumption bars StreamNow from claiming innocent infringement.
Second, even apart from the statutory bar, the factual record overwhelmingly refutes any claim of innocence. StreamNow is a sophisticated, well-capitalized streaming platform with in-house legal counsel, experienced outside IP counsel, and a business model that revolves around content licensing. The red flags surrounding MDD — its single-member LLC structure, lack of industry track record, and the extraordinary scope of the catalog it purported to control — would have been apparent to any reasonable content acquisition team. StreamNow's failure to verify MDD's authority directly with Aurelius, despite both companies being headquartered in Los Angeles, eliminates any possibility that StreamNow lacked "reason to believe" its actions constituted infringement.
Third, StreamNow's continued exploitation of the content after receiving actual notice of Aurelius's ownership claim on November 3, 2025, is categorically inconsistent with the innocent infringer defense. An infringer who continues to distribute content after being notified by the rights holder that the distribution is unauthorized cannot, by definition, claim that it was "not aware and had no reason to believe" its actions were infringing.
B. Reliance on MDD License
Anticipated Defense. StreamNow will likely argue that it reasonably relied on the MDD Content Distribution Agreement as a valid sublicense granting it the right to distribute the 217 Aurelius titles. StreamNow may contend that it entered into a facially valid agreement with MDD, paid consideration for the purported license rights, and had no reason to doubt MDD's authority.
Rebuttal. Reliance on a license from an unverified, thinly capitalized, single-member LLC with no public track record — covering a major public company's most valuable franchise properties — is not reasonable reliance. It is willful blindness.
Courts have consistently held that reliance on a purported license does not negate willfulness where the defendant failed to conduct reasonable due diligence to verify the licensor's authority. See, e.g., Arista Records, LLC v. Doe 3, 604 F.3d 110, 118 (2d Cir. 2010) (knowledge of infringement may be imputed where defendant failed to investigate obvious indicia of unauthorized distribution); Maverick Recording Co. v. Harper, 598 F.3d 193, 198 (5th Cir. 2010) (willfulness may be established where defendant "should have known" conduct was infringing). In the content licensing context, a platform that acquires hundreds of titles from an unknown distributor without verifying the distributor's authority with the actual rights holder cannot claim that its reliance was reasonable.
The specific factors that undermine StreamNow's reliance defense include:
• MDD has no public track record as a distributor of major studio content.
• The catalog purportedly covered by the MDD Agreement includes globally recognized, billion-dollar franchise properties that no reasonable content platform would expect to acquire from a single-member LLC.
• Aurelius is a publicly traded company with a readily accessible U.S. subsidiary headquartered in the same city as StreamNow. Verifying MDD's authority would have required minimal effort.
• StreamNow appears to have made no effort to request or review chain-of-title documentation tracing MDD's rights back to Aurelius.
• MDD's sole principal, Franklin Ogilvie, is a former Aurelius employee who was terminated for cause — a fact that reasonable due diligence would have uncovered.
In sum, whatever representations MDD may have made in the Content Distribution Agreement, StreamNow's failure to conduct even basic due diligence to verify those representations renders any claim of reasonable reliance untenable.
C. Good Faith / Advice of Counsel
Anticipated Defense. StreamNow may argue that it acted in good faith by seeking or receiving advice from its in-house General Counsel, Tobias Rennert, or its outside counsel at Grantham Roth & Pearce LLP (Victoria Langford, Partner; Brian Matsuda, Associate) before entering into the MDD Agreement or before ingesting the Aurelius content onto its platform.
Rebuttal. The advice-of-counsel defense presents StreamNow with a dilemma. If StreamNow's counsel reviewed the MDD arrangement and failed to flag the obvious due diligence gaps described above — including MDD's lack of industry presence, the extraordinary scope of the purported license, and the failure to verify MDD's authority with Aurelius — that failure speaks to counsel's competence, not to StreamNow's good faith. Negligent legal advice does not transform an unreasonable business decision into a reasonable one for purposes of the willfulness analysis.
Conversely, if StreamNow did not seek counsel's advice before entering into the MDD Agreement — which, given the apparent absence of any due diligence, is a distinct possibility — then the absence of legal review for a transaction of this magnitude and risk profile further supports a finding of willfulness. A company with in-house legal counsel and experienced outside IP counsel that fails to consult either one before acquiring a catalog of 350+ titles from an unknown distributor has acted with reckless disregard.
Moreover, any assertion of the advice-of-counsel defense requires StreamNow to waive attorney-client privilege with respect to the relevant communications. Such a waiver may itself reveal additional damaging information, including internal discussions about the risks of the MDD transaction, concerns raised by counsel that were overridden by the business team, or the absence of any meaningful legal review. We should be prepared to argue that StreamNow's waiver must be broad enough to encompass all communications related to the MDD Agreement, the Aurelius content, and StreamNow's response to Aurelius's notice.
D. Prompt Remedial Action
Anticipated Defense. StreamNow may argue that it took prompt action upon learning of the dispute, including conducting an internal review and engaging counsel to assess the situation.
Rebuttal. The evidence does not support a claim of prompt remedial action. The timeline is clear:
• On November 3, 2025, Sandra Yee acknowledged Aurelius's inquiry and cited the MDD sublicense as the basis for StreamNow's distribution of the content. Yee's email did not offer to remove or suspend the content, did not commit to any investigation or verification process, and did not suggest that StreamNow was taking any remedial steps.
• As of January 31, 2026 — nearly three months after Yee's email — the Aurelius content remained available on the StreamNow platform and on the sublicensed FAST channels operated by Brindoval Channel Networks, BrightLoop Media, Velvet Stream Partners, and Pacific Lantern Digital.
• There is no evidence in our possession of any internal communications, memoranda, or directives in which StreamNow ordered the removal, suspension, or quarantine of the Aurelius content at any point after receiving notice.
Far from demonstrating prompt remedial action, this timeline demonstrates the opposite: StreamNow's response to Aurelius's challenge was to assert the MDD sublicense as a shield and continue business as usual, monetizing Aurelius's content without interruption. A defendant that fails to take any remedial action for three months after receiving notice from the actual rights holder cannot credibly claim that it acted promptly.
V. Application of Willfulness to Damages Calculation
A. Enhanced Statutory Damages
If the court finds that StreamNow's infringement was willful, 17 U.S.C. § 504(c)(2) authorizes enhanced statutory damages of up to $150,000 per work infringed.
For the 189 timely-registered works (registered with the U.S. Copyright Office before infringement commenced on April 1, 2024, or within three months of first publication), maximum enhanced statutory damages total:
189 works × $150,000 = $28,350,000
For all 217 works — including the 28 late-registered titles — the theoretical maximum, if all works were timely registered, would be:
217 works × $150,000 = $32,550,000
However, because the 28 late-registered works (registered between May 2024 and October 2025) do not satisfy the requirements of 17 U.S.C. § 412, they are eligible only for actual damages and profits under § 504(b), not for statutory damages. The practical statutory damages ceiling for the willfulness claim is therefore $28,350,000.
Even at the non-enhanced statutory damages rate, the 189 eligible works carry a maximum statutory damages exposure of $5,670,000 (189 × $30,000), and the willfulness enhancement represents a potential increase of $22,680,000 over that amount. This differential underscores the significance of establishing willfulness to Aurelius's overall damages posture.
B. Relationship to Actual Damages/Profits Theory
Aurelius's preferred damages theory is actual damages plus the infringer's profits under 17 U.S.C. § 504(b). Dr. Elena Vasquez of Hargrove Economic Consulting Group has prepared a preliminary net recoverable damages estimate of $41.3 million under this theory, calculated as follows:
The actual damages/profits theory yields a higher recovery than the enhanced statutory damages ceiling of $28.35 million for the 189 eligible works, and it captures damages for all 217 works regardless of registration timing. Accordingly, Aurelius presently intends to elect actual damages and profits as its primary damages theory.
However, willfulness remains critically important even under the actual damages/profits theory for several reasons:
(a) Enhanced remedies and injunctive relief. A willfulness finding supports a broader range of equitable remedies and strengthens the case for permanent injunctive relief under 17 U.S.C. § 502. It demonstrates that StreamNow is unlikely to voluntarily cease its infringing conduct and that injunctive relief is necessary to prevent future infringement.
(b) Attorneys' fees. A willfulness finding substantially increases the likelihood of a full attorneys' fees award under 17 U.S.C. § 505, which is a significant consideration given the pre-suit phase budget of $485,000 and anticipated total litigation costs that may exceed several million dollars if the case proceeds through trial. Fee-shifting would meaningfully improve Aurelius's net recovery.
(c) Settlement pressure. The combination of a $41.3 million actual damages theory and an alternative $28.35 million enhanced statutory damages theory, coupled with the prospect of attorneys' fees, creates aggregate exposure for StreamNow and Pinnacle Ventures that significantly exceeds either damages figure standing alone. This aggregate exposure provides powerful settlement leverage.
(d) Litigation floor. If any element of the actual damages proof is challenged at trial or on summary judgment — for example, if the court excludes certain components of the lost licensing revenue calculation or reduces the infringer's profits figure based on apportionment arguments — the enhanced statutory damages theory provides a litigation floor of up to $28.35 million. This fallback is available only if willfulness is established.
C. Attorneys' Fees Under 17 U.S.C. § 505
Section 505 of the Copyright Act provides for a discretionary award of attorneys' fees to the prevailing party in any civil copyright action. This provision applies only to works that were timely registered under § 412 — here, the 189 timely-registered titles. The Supreme Court in Kirtsaeng held that the "objective unreasonableness" of the losing party's position should be given "substantial weight" in the § 505 analysis, though it is not dispositive. 579 U.S. at 202–03.
In the Ninth Circuit, courts apply a multi-factor analysis that considers, among other things: (1) the degree of success obtained; (2) frivolousness; (3) motivation; (4) objective unreasonableness; and (5) the need to advance considerations of compensation and deterrence. See Fantasy, Inc. v. Fogerty, 94 F.3d at 558–59. Willfulness is a significant factor in this analysis because it directly bears on the objective unreasonableness of the defendant's conduct and litigating position, and because it weighs heavily in the deterrence calculus.
A finding of willful infringement substantially increases the likelihood that the court will exercise its discretion to award full attorneys' fees to Aurelius. Given the anticipated scope and duration of the litigation, the fee award itself could be substantial — potentially several million dollars — and would meaningfully increase Aurelius's net recovery while simultaneously increasing the financial consequences for StreamNow.
VI. Strategic Implications
A. Pre-Suit Demand Leverage
The willfulness analysis developed in this memorandum directly strengthens the formal demand letter to be served on StreamNow, which is targeted for issuance in March 2026. The demand letter should be addressed to Tobias Rennert, General Counsel of StreamNow Holdings, Inc., with copies to StreamNow's outside counsel at Grantham Roth & Pearce LLP (Victoria Langford, Partner).
The demand letter should include detailed willfulness allegations, emphasizing the specific facts that support enhanced damages exposure: StreamNow's failure to verify MDD's authority, the red flags surrounding MDD and Ogilvie, StreamNow's sophistication and industry position, the scale and duration of the infringement, the downstream sublicensing, and the continued exploitation after notice. By foregrounding these facts, the demand letter communicates to StreamNow and its counsel that Aurelius has developed a robust evidentiary foundation for willfulness and is prepared to pursue enhanced damages aggressively.
The potential statutory damages exposure of $28.35 million to $32.55 million, layered on top of the $41.3 million actual damages theory, creates significant aggregate exposure for StreamNow. Importantly, this exposure extends beyond StreamNow to its majority investor, Pinnacle Ventures Fund III, LP (Howard Cheng, Managing Partner), which holds approximately 62% of StreamNow on a fully diluted basis and has $145 million invested in the company. Pinnacle's board representatives and investment committee will be directly concerned about the magnitude of the potential liability and the reputational consequences of a willful infringement finding. This dynamic creates additional settlement pressure through the investor channel.
B. Complaint and TRO/PI Motion
Willfulness allegations should be prominently pleaded in the draft complaint, with a dedicated section setting forth the factual basis for willfulness in detail. The complaint should allege willful infringement as a separate claim or, at minimum, as an element of the enhanced damages prayer. The factual allegations should track the analysis in Section III of this memorandum, including specific references to MDD's lack of credentials, Ogilvie's background, the red flags that StreamNow ignored, and the post-notice continued exploitation.
The willfulness evidence also reinforces the case for emergency injunctive relief. In the TRO/preliminary injunction motion, willfulness evidence supports both the irreparable harm and balance of equities analyses:
• Irreparable harm: StreamNow's willful, knowing exploitation of Aurelius's copyrights — including continued distribution after receiving actual notice of Aurelius's objections — demonstrates that StreamNow will not voluntarily cease its infringing conduct and that Aurelius will suffer ongoing, irreparable harm absent judicial intervention.
• Balance of equities: A defendant that is willfully infringing another party's copyrights has no equitable interest in continuing the infringement. StreamNow's willfulness tips the balance of equities decisively in Aurelius's favor.
• Public interest: The public interest favors the enforcement of copyright protections against willful infringers. A willfulness finding underscores that injunctive relief serves not only Aurelius's private interests but also the broader public interest in a functioning copyright system.
C. Claims Against MDD and Ogilvie
The willfulness analysis as to StreamNow does not depend on establishing liability against MDD or Franklin Ogilvie. StreamNow's willfulness is independently established by its own conduct — its failure to conduct due diligence, its sophistication, and its post-notice exploitation. However, the facts surrounding MDD and Ogilvie are integral to proving StreamNow's reckless disregard, because they establish the universe of red flags that StreamNow ignored.
Separate claims against MDD and Ogilvie should be pursued in parallel, both for their independent merit and for the discovery opportunities they present:
• Against MDD and Ogilvie: Claims for direct copyright infringement (unauthorized reproduction and distribution), contributory infringement, inducement of infringement, fraud (misrepresentation of authority to sublicense), and breach of fiduciary duty (as to Ogilvie, arising from his former employment relationship with Aurelius).
• Against Ogilvie individually: Claims for breach of the separation agreement dated June 30, 2021 (specifically, the non-compete covenant, the non-solicitation covenant, and the prohibition on use of Aurelius intellectual property), misappropriation of trade secrets (if Ogilvie used confidential Aurelius licensing data to create MDD's purported catalog), and fraud.
Discovery in the MDD/Ogilvie claims will provide additional channels to uncover evidence bearing on StreamNow's willfulness, including: (a) communications between Ogilvie and StreamNow's content acquisition team, which may reveal what StreamNow knew about Ogilvie's background and MDD's lack of authority; (b) the MDD Agreement itself, including any representations and warranties (or lack thereof) regarding MDD's authority; (c) financial records showing the consideration paid by StreamNow to MDD, which may reveal below-market pricing consistent with a sham transaction; and (d) any due diligence materials (or the absence thereof) that StreamNow generated in connection with the MDD transaction.
VII. Conc

MEMORANDUM

MATTER NO.: 1017-00003

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