Disney Enterprises, Inc. v. Minimax — Entry #61: ANSWER to Answer to Complaint (Attorney Civil Case Opening),,, Counterclaim,, 60 with JURY DEMAND filed by Plaintiffs DC Comics, Disney Enterprises, Inc.…

Case 2:25-cv-08768-SB-E      Document 61 Filed 06/26/26   Page 1 of 16 Page ID
                                            #:1375


 1 JENNER & BLOCK LLP
     David R. Singer (SBN 204699)
 2
     dsinger@jenner.com
 3   Julie A. Shepard (SBN 175538)
     jshepard@jenner.com
 4
     Lauren M. Greene (SBN 271397)
 5   lgreene@jenner.com
     515 South Flower Street, Suite 3300
 6
     Los Angeles, CA 90071-2246
 7   Telephone:(213) 239-5100
     Facsimile: (213) 239-5199
 8
     Attorneys for Plaintiffs and
 9 Counterclaim-Defendants

10
                               UNITED STATES DISTRICT COURT
11
                             CENTRAL DISTRICT OF CALIFORNIA
12

13 DISNEY ENTERPRISES, INC.; UNIVERSAL                  Case No. 2:25-cv-08768-SB-E
     CITY STUDIOS PRODUCTIONS LLLP;
14 WARNER BROS. ENTERTAINMENT INC., et                  PLAINTIFFS AND COUNTER-
                                                        DEFENDANTS’ ANSWER TO
15 al.,                                                 DEFENDANT AND
                                                        COUNTERCLAIMANT
16                             Plaintiffs,              NANONOBLE PTE. LTD.’S
17          v.                                          COUNTERCLAIMS

18
     MINIMAX, et al.,
                               Defendants.              Complaint Filed: September 16, 2025
19                                                      Trial Date: July 12, 2027
20 NANONOBLE PTE. LTD.,

21                               Counterclaimant,
22
            v.
23
     DISNEY ENTERPRISES, INC., UNIVERSAL
24 CITY STUDIOS PRODUCTIONS LLLP,

25 WARNER BROS. ENTERTAINMENT INC., et
     al.,
26
                         Counterclaim-Defendants.
27

28


                                               ANSWER


         Case 2:25-cv-08768-SB-E    Document 61 Filed 06/26/26      Page 2 of 16 Page ID
                                            #:1376


 1            Plaintiffs and Counter-Defendants Disney Enterprises, Inc., Marvel Characters, Inc.,
 2   MVL Film Finance LLC, Lucasfilm Ltd. LLC, and Twentieth Century Fox Film
 3   Corporation, (collectively, “Disney”), Universal City Studios Productions LLLP and
 4   DreamWorks Animation L.L.C. (collectively “Universal”), and Warner Bros.
 5   Entertainment Inc., DC Comics, The Cartoon Network, Inc., Turner Entertainment Co.,
 6   Hanna-Barbera Productions, Inc. (collectively “Warner Bros. Discovery”) (Disney,
 7   Universal, and Warner Bros. Discovery are referred to collectively as “Plaintiffs” or
 8   “Counter-Defendants”), by and through their attorneys at Jenner & Block LLP, hereby
 9   answer the Counterclaims For Contractual Indemnification, Breach Of Contract, And
10   Declaratory Relief; Demand For Jury Trial (“Counterclaims”) filed by Defendant and
11   Counterclaimant Nanonoble Pte. Ltd.’s (“Nanonoble” or “Counterclaimant”)1 as follows:
12            Except as otherwise expressly stated herein, Plaintiffs deny each and every
13   allegation contained in the Counterclaims. Plaintiffs expressly reserve the right to amend
14   or supplement their answer as may be necessary.
15                            NATURE OF THE COUNTERCLAIMS 2
16            1.    Plaintiffs admit that they investigated Defendants’ copyright infringement,
17   collected examples for purposes of filing this lawsuit, and included examples of such
18   infringement in paragraphs 118 through 159 of their Complaint to enforce their rights under
19   the U.S. Copyright Act. Plaintiffs further admit that Hailuo AI unlawfully generated the
20   52 video outputs identified in paragraphs 118 through 159 of their Complaint (the
21   “Accused Outputs”) and this lawsuit is now pending. Plaintiffs deny the remaining
22   allegations of this paragraph.
23            2.    Plaintiffs admit that Hailuo AI service’s unlawfully generated infringing
24   outputs and that examples of Defendants’ copyright infringement are included in the
25   Complaint. Plaintiffs admit that Nanonoble’s counterclaims purport to state claims for
26   1
        Plaintiffs have brought claims against both Nanonoble and Shanghai Xiyu Jizhi
27   Technology Ltd (collectively “Defendants”). Only Nanonoble has brought counterclaims.
     2
       Plaintiffs neither admit nor deny the contents of the various headings and subheadings
28   in Defendants’ Counterclaims, which are reproduced solely for convenience.

                                                   2
                                                ANSWER


     Case 2:25-cv-08768-SB-E       Document 61 Filed 06/26/26       Page 3 of 16 Page ID
                                           #:1377


 1   indemnification. Plaintiffs deny that they violated Nanonoble’s Terms of Use and that the
 2   Terms of Use are enforceable here. To the extent the other allegations in this paragraph
 3   state legal conclusions, they do not require a response. To the extent a response is required,
 4   Plaintiffs deny the remaining allegations of this paragraph.
 5         3.     Plaintiffs deny that they or their agents accepted and became bound by
 6   Nanonoble’s Terms of Use and further deny that the Terms of Use are enforceable here.
 7   Plaintiffs are without knowledge or information sufficient to form a belief about the truth
 8   of the remaining allegations of this paragraph and, on that basis, deny them.
 9         4.     To the extent this paragraph purports to quote selectively from Nanonoble’s
10   alleged Terms of Use attached as Exhibit A, the document speaks for itself. Plaintiffs deny
11   that the Terms of Use are enforceable here. Plaintiffs deny the remaining allegations of this
12   paragraph.
13         5.     Plaintiffs admit that their agents investigated copyright infringement by and
14   through the Hailuo AI platform and that Hailuo AI generated the infringing outputs
15   included in paragraphs 118 through 159 of Plaintiffs’ Complaint during that investigation.
16   Plaintiffs deny that the Terms of Use are enforceable here. To the extent the allegations in
17   this paragraph state legal conclusions, they do not require a response. To the extent a
18   response is required, Plaintiffs deny any remaining allegations in this paragraph.
19         6.     Plaintiffs allege that their claims arise out of Defendants’ unlawful copyright
20   infringement. Plaintiffs deny that the outputs were created by their agents and allege that
21   the outputs were unlawfully generated by Defendants’ Hailuo AI. Plaintiffs further deny
22   that the Terms of Use are enforceable here. To the extent the allegations in this paragraph
23   state legal conclusions, they do not require a response. To the extent a response is required,
24   Plaintiffs deny any remaining allegations in this paragraph.
25                                           The Parties
26         7.     Plaintiffs are informed and believe that Nanonoble is a Singaporean private
27   limited company and that it purports to be the “Company” as defined by the Terms of Use.
28   Plaintiffs are without knowledge or information sufficient to form a belief about the truth

                                                   3
                                                ANSWER


     Case 2:25-cv-08768-SB-E       Document 61 Filed 06/26/26       Page 4 of 16 Page ID
                                           #:1378


 1   of the remaining allegations of this paragraph and, on that basis, deny them.
 2         8.      Plaintiffs admit that Disney Enterprises, Inc. is a corporation duly
 3   incorporated under the laws of the State of Delaware with its principal place of business in
 4   Burbank, California.
 5         9.      Admitted.
 6         10.     Plaintiffs admit that Warner Bros. Entertainment Inc. is a corporation duly
 7   incorporated under the laws of the State of Delaware with its principal place of business in
 8   Burbank, California.
 9         11.     Plaintiffs admit that Marvel Characters, Inc. is a corporation duly incorporated
10   under the laws of the State of Delaware with its principal place of business in Burbank,
11   California.
12         12.     Admitted.
13         13.     Admitted.
14         14.     Plaintiffs admit that Twentieth Century Fox Film Corporation (also known as
15   “20th Century Studios”) is a corporation duly incorporated under the laws of the State of
16   Delaware with its principal place of business in Burbank, California.
17         15.     Admitted.
18         16.     Plaintiffs admit that The Cartoon Network, Inc. is a corporation duly
19   incorporated under the laws of the State of Delaware with its principal place of business in
20   Atlanta, Georgia.
21         17.     Plaintiffs admit that Turner Entertainment Co. is a corporation duly organized
22   under the laws of the State of Delaware with its principal place of business in Burbank,
23   California.
24         18.     Plaintiffs admit that Hanna-Barbera Productions, Inc. is a corporation duly
25   organized under the laws of the State of Delaware with its principal place of business in
26   Burbank, California.
27         19.     Admitted.
28         20.     Plaintiffs admit they are represented in this action by Jenner & Block LLP.

                                                   4
                                                ANSWER


     Case 2:25-cv-08768-SB-E        Document 61 Filed 06/26/26        Page 5 of 16 Page ID
                                            #:1379


 1   To the extent the allegations in this paragraph state legal conclusions, they do not require
 2   a response. To the extent a response is required, Plaintiffs deny any remaining allegations
 3   in this paragraph.
 4                                      Jurisdiction and Venue
 5         21.    To the extent the allegations in this paragraph state legal conclusions, they do
 6   not require a response. To the extent a response is required, Plaintiffs deny any remaining
 7   allegations in this paragraph.
 8         22.    To the extent the allegations in this paragraph state legal conclusions, they do
 9   not require a response. To the extent a response is required, Plaintiffs deny any remaining
10   allegations in this paragraph.
11         23.    Solely for purposes of this action, Plaintiffs admit that they are subject to
12   personal jurisdiction in this District in this lawsuit and that venue is proper in this District.
13   To the extent the allegations in this paragraph state legal conclusions, they do not require
14   a response. To the extent a response is required, Plaintiffs deny any remaining allegations
15   in this paragraph.
16         24.    Plaintiffs admit that this Court is a federal court in the United States, that they
17   are subject to personal jurisdiction in this District in this lawsuit, and that venue is proper
18   in this District. Plaintiffs deny that the Terms of Use are enforceable here. To the extent
19   the allegations in this paragraph state legal conclusions, they do not require a response. To
20   the extent this paragraph purports to quote selectively from Nanonoble’s alleged Terms of
21   Use attached as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining
22   allegations in this paragraph.
23         25.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
24   allegations in this paragraph state legal conclusions, they do not require a response. To the
25   extent a response is required, Plaintiffs deny any remaining allegations in this paragraph.
26                     Factual Allegations Common to Both Counterclaims
27         26.    Plaintiffs admit that Hailuo AI is an AI service owned and operated by
28   Defendants that generates images and videos in the United States. Plaintiffs further admit

                                                    5
                                                 ANSWER


     Case 2:25-cv-08768-SB-E       Document 61 Filed 06/26/26        Page 6 of 16 Page ID
                                           #:1380


 1   that if Hailuo AI subscribers submit text prompts, Defendants’ service generates, publicly
 2   displays, publicly performs, and distributes images and videos including ones that infringe
 3   Plaintiffs’ copyrighted works. Plaintiffs are without knowledge or information sufficient
 4   to form a belief about the truth of the other allegations of this paragraph and, on that basis,
 5   deny them.
 6         27.    Plaintiffs deny that Hailuo AI is like video-editing software or a photocopier.
 7   Plaintiffs are without knowledge or information sufficient to form a belief about the truth
 8   of the allegations of this paragraph and, on that basis, deny them.
 9         28.    To the extent the allegations in this paragraph state legal conclusions, they do
10   not require a response. To the extent this paragraph purports to characterize Nanonoble’s
11   alleged Terms of Use attached as Exhibit A, the document speaks for itself. Plaintiffs deny
12   that the Terms of Use are enforceable here. Plaintiffs deny any remaining allegations in
13   this paragraph.
14         29.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
15   allegations in this paragraph state legal conclusions, they do not require a response. To the
16   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
17   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
18   this paragraph.
19         30.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
20   allegations in this paragraph state legal conclusions, they do not require a response. To the
21   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
22   as Exhibit A or the screenshot attached as Exhibit B, the documents speak for themselves.
23   Plaintiffs deny any remaining allegations in this paragraph.
24         31.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
25   allegations in this paragraph state legal conclusions, they do not require a response. To the
26   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
27   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
28


                                                   6
                                                ANSWER


     Case 2:25-cv-08768-SB-E      Document 61 Filed 06/26/26        Page 7 of 16 Page ID
                                          #:1381


 1   this paragraph.
 2         32.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
 3   allegations in this paragraph state legal conclusions, they do not require a response. To the
 4   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
 5   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
 6   this paragraph.
 7         33.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
 8   allegations in this paragraph state legal conclusions, they do not require a response. To the
 9   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
10   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
11   this paragraph.
12         34.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
13   allegations in this paragraph state legal conclusions, they do not require a response. To the
14   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
15   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
16   this paragraph.
17         35.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
18   allegations in this paragraph state legal conclusions, they do not require a response. To the
19   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
20   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
21   this paragraph.
22         36.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
23   allegations in this paragraph state legal conclusions, they do not require a response. To the
24   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
25   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
26   this paragraph.
27         37.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
28   allegations in this paragraph state legal conclusions, they do not require a response. To the

                                                  7
                                               ANSWER


     Case 2:25-cv-08768-SB-E      Document 61 Filed 06/26/26        Page 8 of 16 Page ID
                                          #:1382


 1   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
 2   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
 3   this paragraph.
 4         38.    Denied.
 5         39.    Denied.
 6         40.    The Studios deny that the Accused Outputs were created by their agents and
 7   allege that they were unlawfully generated by Defendants’ Hailuo AI. Plaintiffs admit that
 8   their Complaint depicts dozens of infringing image and video outputs created by
 9   Defendants. Plaintiffs deny the remaining allegations in this paragraph.
10         41.    Denied.
11         42.    Plaintiffs admit that in order to investigate Defendants’ infringing activity,
12   their agents investigated Defendants’ Hailuo AI service through both free and paid
13   accounts. Plaintiffs deny the remaining allegations in this paragraph.
14         43.    Denied.
15         44.    The Studios deny that the Accused Outputs were created by their agents and
16   allege that they were generated by Defendants. Plaintiffs admit that the outputs in
17   paragraphs 118 through 159 of Plaintiffs’ Complaint are part of Plaintiffs publicly filed
18   Complaint. Plaintiffs deny the remaining allegations in this paragraph.
19         45.    Denied.
20         46.    Plaintiffs admit they are represented in this action by Jenner & Block LLP.
21   Plaintiffs admit that they investigated Defendants’ copyright infringement. The Studios
22   deny that the Accused Outputs were created by their agents and allege that they were
23   generated by Defendants. Plaintiffs deny the remaining allegations in this paragraph.
24         47.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
25   allegations in this paragraph state legal conclusions, they do not require a response. To the
26   extent a response is required, Plaintiffs deny any remaining allegations in this paragraph.
27         48.    Plaintiffs deny that the Terms of Use are enforceable here. The Studios deny
28   that the Accused Outputs were created by their agents and allege that they were generated

                                                  8
                                               ANSWER


     Case 2:25-cv-08768-SB-E       Document 61 Filed 06/26/26       Page 9 of 16 Page ID
                                           #:1383


 1   by Defendants. To the extent the allegations in this paragraph state legal conclusions, they
 2   do not require a response. To the extent a response is required, Plaintiffs deny any
 3   remaining allegations in this paragraph.
 4                                 First Counterclaim for Relief
 5                               For Contractual Indemnification
 6                            (Against All Counterclaim Defendants)
 7         49.    This paragraph does not contain any allegations of fact and, therefore, no
 8   answer is required. To the extent an answer is necessary, Plaintiffs incorporate by reference
 9   their responses contained in paragraph 1 through 48 as if fully set forth at length herein.
10         50.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
11   allegations in this paragraph state legal conclusions, they do not require a response. To the
12   extent a response is required, Plaintiffs deny any remaining allegations in this paragraph.
13         51.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
14   allegations in this paragraph state legal conclusions, they do not require a response. To the
15   extent this paragraph purports to characterize Nanonoble’s alleged Terms of Use attached
16   as Exhibit A, the document speaks for itself. Plaintiffs deny the remaining allegations of
17   this paragraph.
18         52.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
19   allegations in this paragraph state legal conclusions, they do not require a response. To the
20   extent a response is required, Plaintiffs deny any remaining allegations in this paragraph.
21         53.    Plaintiffs allege that their claims arise out of Defendants’ unlawful copyright
22   infringement. Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
23   allegations in this paragraph state legal conclusions, they do not require a response.
24   Plaintiffs specifically deny Nanonoble is entitled to its defense costs, reasonable attorneys’
25   fees, or indemnity. Plaintiffs deny any remaining allegations in this paragraph.
26         54.    Plaintiffs deny that they are required to pay or reimburse Nanonoble’s defense
27   costs or attorneys’ fees and that they are required to indemnify Nanonoble. Plaintiffs admit
28   they have not paid or reimbursed Nanonoble for its defense costs or attorneys’ fees, nor

                                                   9
                                                ANSWER


     Case 2:25-cv-08768-SB-E      Document 61 Filed 06/26/26       Page 10 of 16 Page ID
                                           #:1384


 1   indemnified Nanonoble for its own copyright infringement. Plaintiffs deny the remaining
 2   allegations in this paragraph.
 3         55.    Denied.
 4                                Second Counterclaim for Relief
 5                                    For Breach of Contract
 6                            (Against All Counterclaim Defendants)
 7         56.    This paragraph does not contain any allegations of fact and, therefore, no
 8   answer is required. To the extent an answer is necessary, Plaintiffs incorporate by reference
 9   their responses contained in paragraph 1 through 55 as if fully set forth at length herein.
10         57.    Denied.
11         58.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
12   allegations in this paragraph state legal conclusions, they do not require a response. To the
13   extent this paragraph purports to quote selectively from Nanonoble’s alleged Terms of Use
14   attached as Exhibit A, the document speaks for itself. Plaintiffs specifically deny they
15   breached any alleged contract and deny the remaining allegations of this paragraph.
16         59.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
17   allegations in this paragraph state legal conclusions, they do not require a response. To the
18   extent this paragraph purports to quote selectively from Nanonoble’s alleged Terms of Use
19   attached as Exhibit A, the document speaks for itself. Plaintiffs specifically deny they
20   breached any alleged contract and deny the remaining allegations of this paragraph.
21         60.    Denied.
22         61.    Denied.
23         62.    Denied.
24                                Third Counterclaim for Relief
25                                     For Declaratory Relief
26                            (Against All Counterclaim Defendants)
27         63.    This paragraph does not contain any allegations of fact and, therefore, no
28   answer is required. To the extent an answer is necessary, Plaintiffs incorporate by reference

                                                 10
                                               ANSWER


     Case 2:25-cv-08768-SB-E       Document 61 Filed 06/26/26        Page 11 of 16 Page ID
                                            #:1385


 1   their responses contained in paragraph1 through 62 as if fully set forth at length herein.
 2          64.    Denied.
 3          65.    Plaintiffs deny that the Terms of Use are enforceable here. To the extent the
 4   allegations in this paragraph state legal conclusions, they do not require a response. To the
 5   extent the complaint purports to characterize Nanonoble’s alleged Terms of Use attached
 6   as Exhibit A, the document speaks for itself. Plaintiffs deny any remaining allegations in
 7   this paragraph.
 8          66.    Denied.
 9          67.    Denied.
10                           NANONOBLE’S PRAYER FOR RELIEF
11          Plaintiffs deny that Nanonoble is entitled to any of the relief requested in
12   Nanonoble’s prayer for relief, or to any relief in any form from either the Court or Plaintiffs.
13   Plaintiffs respectfully request that the Court enter judgment in their favor and against
14   Nanonoble on all of Nanonoble’s counterclaims, deny each of Nanonoble’s prayers for
15   relief, and award Plaintiffs their costs, attorneys’ fees, and any other further relief deemed
16   appropriate by the Court.
17                                 DEMAND FOR JURY TRIAL
18          Nanonoble’s request for a jury trial includes no allegations and, therefore, requires
19   no response. To the extent a response is required, Plaintiffs demand a trial by jury on all
20   issues so triable.
21                        AFFIRMATIVE AND ADDITIONAL DEFENSES
22          In response to Defendants’ counterclaim, Plaintiffs incorporate each and every
23   allegations set forth in their Complaint, filed September 16, 2025, ECF No. 1.
24          Plaintiffs assert the following defenses. Plaintiffs do not concede that they bear the
25   burden of proof as to any of the defenses asserted. Discovery recently began and, therefore,
26   Plaintiffs have not yet collected and reviewed all the information and materials that may
27   be relevant to the matters and issues herein. Accordingly, Plaintiffs reserve the right to
28   amend, modify, or expand these defenses and to take further positions as discovery

                                                  11
                                                ANSWER


     Case 2:25-cv-08768-SB-E      Document 61 Filed 06/26/26       Page 12 of 16 Page ID
                                           #:1386


 1   proceeds in this case.
 2                                          First Defense
 3                                   (Failure to State a Claim)
 4         The counterclaims fail to state a claim on which relief can be granted.
 5                                        Second Defense
 6                                 (California Civil Code § 1668)
 7         The counterclaims fail, in whole or in part, because the Terms of Use, as applied by
 8   Nanonoble in its counterclaims, violate California Civil Code § 1668, which states that
 9   “[a]ll contracts which have for their object, directly or indirectly, to exempt any one from
10   responsibility for its own fraud, or willful injury to the person or property of another, or
11   violation of law, whether willful or negligent, are against the policy of the law,” because,
12   among other reasons, Nanonoble seeks to exculpate itself from its own direct and indirect
13   copyright infringement—including willful infringement—through its interpretation of its
14   Terms of Use.
15                                         Third Defense
16                                         (Public Policy)
17         The counterclaims fail, in whole or in part, because the Term so Use, as applied by
18   Nanonoble in its counterclaims, violate public policy of California and the United States
19   because, among other reasons, Nanonoble’s interpretation of its Terms of Use is contrary
20   to the public policies behind Federal Rules of Civil Procedure Rule 11 for pre-lawsuit
21   investigations and the Copyright Act’s policy against copyright infringement and internet
22   service providers interfering with standard technical measures to police infringement
23   online.
24                                         Fourth Defense
25                                            (Waiver)
26         The counterclaims fail, in whole or in part, because Nanonoble has waived any right
27   to enforce the Terms of Use as interpreted, including but not limited to, through its actions
28   directly infringing Plaintiffs’ copyrighted works and through promoting and encouraging

                                                 12
                                               ANSWER


     Case 2:25-cv-08768-SB-E      Document 61 Filed 06/26/26        Page 13 of 16 Page ID
                                           #:1387


 1   use of its Hailou AI service for infringing purposes.
 2                                          Fifth Defense
 3                                           (Formation)
 4         The counterclaims fail, in whole or in part, because no proper legally binding
 5   contract was formed between the parties.
 6                                          Sixth Defense
 7                                            (Estoppel)
 8         The counterclaims fail, in whole or in part, by the doctrine of estoppel, as a result of,
 9   among other things, Nanonoble’s advertisements and promotions of its services, its Prompt
10   Optimizer or other tools that refine and rewrite subscriber prompts, and its encouragement
11   of its subscribers to engage in infringing activity using the Hailuo AI service.
12                                        Seventh Defense
13                                      (No Harm/Damages)
14         The counterclaims fail, in whole or in part, because Nanonoble has suffered no harm
15   or damages causally related to or the result of any alleged breach of contract.
16                                         Eighth Defense
17                                       (Unconscionability)
18         The counterclaims fail, in whole or in part, because the Terms of Use, as applied by
19   Nanonoble in its counterclaims, are procedurally and/or substantively unconscionable.
20                                          Ninth Defense
21                                        (Unclean Hands)
22         Nanonoble brings its counterclaims with unclean hands with respect to Defendants’
23   Hailuo AI service because it seeks to use Hailuo AI’s services’ Terms of Use to exculpate
24   Nanonoble’s wrongdoing, including through an overly broad reading of the Terms of Use.
25   Defendants operate Hailuo AI, a Chinese artificial intelligence image and video generating
26   service that pirates and plunders Plaintiffs’ copyright works on a massive scale.
27   Defendants generate, and offer their subscribers, an endless supply of infringing images
28   and videos featuring Plaintiffs’ famous copyrighted characters. In order to investigate

                                                  13
                                                ANSWER


     Case 2:25-cv-08768-SB-E       Document 61 Filed 06/26/26       Page 14 of 16 Page ID
                                            #:1388


 1   whether the Hailuo AI service infringes copyrights to seek to stop such infringement, it is
 2   necessary to investigate the service. Nanonoble’s position regarding its Terms of Use
 3   would preclude a copyright holder from investigating infringement of its copyrights.
 4   Because Defendants’ inequitable conduct relates directly to Nanonoble’s counterclaims in
 5   its action and harms Plaintiffs, Nanonoble is not entitled to any equitable relief.
 6                                          Tenth Defense
 7                                           (No Breach)
 8         The counterclaims fail, in whole or in part, because the alleged conduct of Plaintiffs
 9   does not violate Nanonoble’s Terms of Use and therefore there is no breach of any alleged
10   agreement, due to, among other things, Plaintiffs’ alleged conduct was not for commercial
11   purposes, did not violate the intellectual property or other rights of third parties, did not
12   expose Defendants to any third-party liability, and/or did not create any independent
13   liability of Defendants.
14                                        Eleventh Defense
15                                  (No Third-Party Claim/Injury)
16         The counterclaims fail, in whole or in part, because there are no third-party claims
17   or injury such that any indemnification is necessary.               Nanonoble only seeks
18   indemnification for first party claims that are by law not covered by the alleged
19   indemnification provisions.
20                                        Twelfth Defense
21                              (Inapplicable Choice of Law Provision)
22         To the extent that Nanonoble relies upon an alleged Singapore choice of law
23   provision, such provision is unenforceable because the chosen jurisdiction has no
24   substantial relationship to the parties or the transaction and there is no other reasonable
25   basis for the parties choice and/or application of the law of the chosen jurisdiction would
26   be contrary to a fundamental policy of a state which has a materially greater interest than
27   the chosen state in the determination of the particular issue and which would be the state
28


                                                  14
                                                ANSWER


     Case 2:25-cv-08768-SB-E      Document 61 Filed 06/26/26        Page 15 of 16 Page ID
                                           #:1389


 1   of the applicable law in the absence of an effective choice of law by the parties.
 2                                       Thirteenth Defense
 3                                        (Lack of Standing)
 4          The counterclaims fail, in whole or in part, because Nanonoble lacks standing to
 5   bring such counterclaims.
 6                                          Other Defenses
 7          Plaintiffs reserve the right to assert any additional or affirmative defenses under Rule
 8   8(c) of the Federal Rules of Civil Procedure, and any other defense, at law or equity, that
 9   may now exist or that may become available through information developed in discovery,
10   at trial, or otherwise.
11                             PLAINTIFFS’ PRAYER FOR RELIEF
12          WHEREFORE, in addition to the relief sought in their Complaint (ECF No. 1),
13   Plaintiffs pray for judgment against Defendants as follows in regard to Nanonoble’s
14   counterclaims:
15          1.     That Nanonoble takes nothing and that judgment be entered in favor of
16                 Plaintiffs and against Nanonoble;
17          2.     Awarding Plaintiffs their attorneys’ fees and costs incurred in responding to
18                 Nanonoble’s meritless allegations of breach of contract and indemnity;
19          3.     Awarding Plaintiffs such further relief as the Court deems fair and proper.
20

21

22

23

24

25

26

27

28


                                                  15
                                                ANSWER


     Case 2:25-cv-08768-SB-E   Document 61 Filed 06/26/26     Page 16 of 16 Page ID
                                        #:1390


 1   Dated: June 26, 2026                JENNER & BLOCK LLP
 2

 3
                                   By:                  /s/ David Singer
 4                                                        David Singer
                                                        Julie A. Shepard
 5                                                     Lauren M. Greene
 6                                       Attorneys for Plaintiffs and Counterclaim-
                                         Defendants
 7

 8

 9

10

11

12

13

14

15

16

17

18

19
20

21

22

23

24

25

26

27

28


                                             16
                                           ANSWER