Whaleco Incorporated v. TemuExpress.com

• Court: District Court, D. Arizona
• Decided: April 1, 2024
• Docket: 2:23-cv-02243
• Status: Unknown

Opinion

1 WO 2 3 4 5 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA

9 Whaleco Incorporated, No. CV-23-02243-PHX-MTL

10 Plaintiff, ORDER

11 v.

12 TemuExpress.com, et al.,

13 Defendants. 14 15 Plaintiff Whaleco Inc. owns and operates a popular e-commerce platform called 16 TEMU. After learning of websites allegedly infringing upon its registered TEMU marks, 17 Plaintiff filed this suit against the website domain names and the unknown individuals 18 managing the websites. The Court then issued a temporary restraining order (“TRO”) and 19 preliminary injunction (“PI”). Plaintiff’s Counsel served both upon then-third-parties 20 GoDaddy.com, LLC (“GoDaddy”) and Domains By Proxy, LLC (“DBP”). Shortly 21 thereafter, Plaintiff filed its First Amended Complaint naming GoDaddy and DBP as 22 defendants and bringing claims against them. (Doc. 26 ¶¶ 53-69.) 23 GoDaddy and DBP now move to dismiss under Fed. R. Civ. P. 12(b)(6). (Doc. 40.) 24 Additionally, Plaintiff, GoDaddy, and DBP request that the Court take judicial notice of 25 certain exhibits. (Docs. 42, 49.) The parties agree that the Court may take judicial notice 26 of most of the requested exhibits, and the Court will therefore take notice of those that are 27 agreed-upon. (Doc. 48 at 7 n.1; Doc. 57 at 2.) But GoDaddy and DBP object to two exhibits 28 proffered by Plaintiff: WhoIs registration records for the allegedly infringing domain 1 names and a public statement available on the ICANN website. (See generally Doc. 57.) 2 GoDaddy and DBP argue that Plaintiff offers these exhibits for the truth of the matter 3 asserted therein, which is inappropriate. (See generally id.) The Court need not rely on 4 either objected-to exhibit in this Order. 5 GoDaddy and DBP’s Motion to Dismiss is fully briefed. (Docs. 40, 41, 48, 56.) The 6 Court held oral argument on April 1, 2024. For the reasons that follow, the Court will grant 7 the Motion. 8 I. FACTS 9 GoDaddy is a domain name registrar. (Doc. 26 ¶ 38.) Domain name registrars allow 10 individuals to purchase and register domain names for websites. (Id.) When a domain name 11 is purchased and registered, the purchaser is ordinarily identified as the “registrant” in a 12 publicly accessible database called WhoIs. (Id.) 13 Plaintiff alleges that DBP, an affiliate of GoDaddy, is a proxy service that allows 14 purchasers to keep their identities private.1 (Id. ¶ 39.) DBP does this, according to Plaintiff, 15 by assuming ownership of the domain name, listing itself as the “registrant” in the WhoIs 16 database, and then leasing the domain name back to the purchaser. (Id.) 17 Defendants , , , 18 , , and (the “Domain 19 Defendants”) were registered by Defendants John Does 1-20 (the “Doe Defendants”) 20 through GoDaddy. (Id. ¶¶ 11-18.) The Doe Defendants used DBP’s services to avoid 21 disclosing their identities on the WhoIs database. (Id. ¶ 19.) Before these domains were 22 deactivated, they materialized to websites purporting to be associated with TEMU. 23 (Id. ¶¶ 32-37.) 24 After learning about the allegedly infringing websites, Plaintiff notified GoDaddy 25 and DBP of its concerns. (Id. ¶ 41; Doc. 48 at 7.) At that time, GoDaddy did not disable 26 the domain names and DBP did not provide the contact information for the Doe 27 Defendants. (Doc. 26 ¶ 42.) Plaintiff moved ahead, filing its initial Complaint (Doc. 1) and

28 1 GoDaddy and DBP disagree that DBP is a proxy service. (Doc. 41 at 14; Doc. 56 at 6-7.) Resolution of that issue is not necessary to the Court’s analysis. 1 Motion for Temporary Restraining Order and Order to Show Cause re: Preliminary 2 Injunction (Doc. 8). Plaintiff’s Counsel provided copies of the filings to GoDaddy and DBP 3 on the same date, October 27, 2023. (Doc. 26 ¶ 42; Id. at 38.) 4 Shortly thereafter, the Court granted Plaintiff’s Motion (Doc. 8) and issued the TRO. 5 (Doc. 13, as amended at Doc. 16.) Plaintiff’s Counsel sent a copy of the TRO to GoDaddy 6 and DBP on November 3, 2023. (Doc. 26 ¶ 43; Id. at 42.) The TRO required DBP to 7 “disclose to Plaintiff the identities and all contact information for those who registered the 8 [allegedly infringing domain names] (including, but not limited to, name, physical and 9 email addresses, and phone number(s)) and provide the same to Plaintiff within three (3) 10 business days from the date of service of this Order.” (Doc. 16 at 3.) 11 Plaintiff alleges that, on November 22, 2023, DBP informed Plaintiff’s Counsel that 12 DBP would not disclose the requested contact information. (Doc. 26 ¶ 44; Id. at 48-49.) A 13 week later, Counsel responded and further demanded the contact information; he also 14 provided a copy of the PI which again required DBP to disclose the contact information. 15 (Id. at 47-48; Doc. 48 at 8; Doc. 25 at 8.) Ultimately, DBP disclosed the contact information 16 on November 30, 2023, by hard copy. (Doc. 48 at 8 n.2.) 17 On December 4, 2023, prior to receiving the hard copy of the contact information, 18 Plaintiff filed its First Amended Complaint (Doc. 26). (Doc. 48 at 8 n.2.) Therein, Plaintiff 19 added claims against GoDaddy and DBP for violations of the Lanham Act. (Doc. 20 26 ¶¶ 53-69.) GoDaddy and DBP now move to dismiss the claims. (Doc. 40.) 21 II. LEGAL STANDARD 22 To survive a Rule 12(b)(6) motion to dismiss, “a complaint must contain sufficient 23 factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’” 24 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 25 544, 570 (2007)). A claim is facially plausible when it contains “factual content that allows 26 the court to draw the reasonable inference” that the moving party is liable. Id. At the 27 pleading stage, the Court’s duty is to accept all well-pleaded complaint allegations as true. 28 Id. Facts should be viewed “in the light most favorable to the non-moving party.” Faulkner 1 v. ADT Sec. Servs., Inc., 706 F.3d 1017, 1019 (9th Cir. 2013). “[D]ismissal . . . is proper if 2 there is a lack of a cognizable legal theory or the absence of sufficient facts alleged under 3 a cognizable legal theory.” Conservation Force v. Salazar, 646 F.3d 1240, 1242 (9th Cir. 4 2011) (internal marks omitted). 5 III. DISCUSSION 6 Plaintiff alleges that GoDaddy and DBP are liable for trademark infringement under 7 15 U.S.C. § 1114 and unfair competition and false designation of origin under 15 8 U.S.C. § 1125(a). The elements of both claims are the same. Lodestar Anstalt v. Bacardi 9 & Co. Ltd., 31 F.4th 1228, 1245 (9th Cir. 2022); see also Brookfield Commc’ns, Inc. v. 10 West Coast Ent. Grp., 174 F.3d 1036, 1067 n.8 (9th Cir. 1999). In either case, a plaintiff 11 must prove that they have ownership of a valid mark and that the defendant’s distribution 12 of the infringing content “is likely to cause confusion, or to cause mistake, or to deceive.” 13 Multi Time Mach., Inc. v. Amazon.com, Inc., 804 F.3d 930, 935 (9th Cir. 2015) (quoting 14 Fortune Dynamic, Inc v. Victoria’s Secret Stores Brand Mgmt., 618 F.3d 1025, 1030 (9th 15 Cir. 2010)). 16 Plaintiff does not allege that GoDaddy or DBP directly infringed its marks. (See 17 Doc. 48 at 9.) Instead, Plaintiff argues that “DBP has assumed liability for [the Doe 18 Defendants’] direct infringement.” (Id.) Alternatively, they contend that GoDaddy and 19 DBP “are contributorily liable for the acts of the Doe Defendants.” (Id. at 15.) Even 20 assuming, without deciding, that Plaintiff has alleged direct infringement against the Doe 21 Defendants, the Court finds that Plaintiff’s claims against GoDaddy and DBP fail. 22 A. Assumption of Liability2 23 The Internet Corporation for Assigned Names and Numbers (“ICANN”) “is a 24 2 Plaintiff refers to DBP as being “vicariously liable” under the Internet Corporation for 25 Assigned Names and Numbers’ Registration Accreditation Agreement and GoDaddy’s Domain Name Registration Agreement. (Doc. 48 at 10-13.) GoDaddy and DBP interpret 26 this as Plaintiff’s attempt to raise an unpled claim. (Doc. 56 at 3.) The Court does not. Instead of arguing that DBP has committed vicarious infringement, a separate and 27 independent legal claim, the Court interprets Plaintiff as arguing that DBP has assumed liability for the alleged infringer’s actions pursuant to Section 3.7.7.3 of the Registration 28 Accreditation Agreement. That argument is consistent with the Amended Complaint. (Doc. 26 ¶¶ 40-41, 57, 65.) 1 private, non-profit corporation that administers the registration of internet domain names.” 2 Balsam v. Tucows Inc., 627 F.3d 1158, 1159 (9th Cir. 2010). GoDaddy is accredited by 3 ICANN to sell domain name registrations. (Doc. 26 ¶ 18.) To receive accreditation, 4 GoDaddy was required to agree to ICANN’s Registration Accreditation Agreement 5 (“RAA”), which, as described by Plaintiff, “regulates domain name registrars and 6 privacy/proxy services.” (Id. ¶ 40.) 7 The RAA requires GoDaddy to enter into a registration agreement, which must 8 include certain provisions, with each purchaser of a domain name registration. Facebook 9 Inc. v. Namecheap Inc., No. CV-20-00470-PHX-GMS, 2020 WL 6585534, at *1 (D. Ariz. 10 Nov. 10, 2020). One of those provisions is Section 3.7.7.3. Id. That section states: 11 Any Registered Name Holder that intends to license use of a domain name to a third party is nonetheless the Registered 12 Name Holder of record and is responsible for providing its own full contact information and for providing and updating 13 accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that 14 arise in connection with the Registered Name. A Registered Name Holder licensing use of a Registered Name according 15 to this provision shall accept liability for harm caused by wrongful use of the Registered Name, unless it discloses the 16 current contact information provided by the licensee and the identity of the licensee within seven (7) days to a party 17 providing the Registered Name Holder reasonable evidence of actionable harm. 18 19 (Doc. 42-4 at 15-16 (emphasis added).) The bolded language is included in GoDaddy’s 20 Domain Name Registration Agreement (“DNRA”). (Doc. 42-2 at 7.) 21 Plaintiff alleges that Section 3.7.7.3 renders DBP, as the registered name holder, 22 liable for the Doe Defendants’ wrongdoing because it failed to disclose the current contact 23 information of the Doe Defendants within seven days of receiving reasonable evidence of 24 the actionable harm. (Doc. 26 ¶¶ 40-42, 45, 57, 65.) GoDaddy and DBP respond that 25 Plaintiff is not a party to the RAA and has no standing to enforce its terms. (Doc. 41 26 at 12-13.) 27 Only ICANN and domain name registrars are parties to the RAA. (Doc. 42-4 at 3.) 28 See also Balsam, 627 F.3d at 1160-61. Plaintiff is neither. Plaintiff argues that it may 1 nonetheless enforce the RAA’s terms as a third-party beneficiary. (Doc. 48 at 13-14.) But 2 the Ninth Circuit has specifically rejected this argument. In Balsam, the court held that 3 because Section 3.7.7.3 merely “sets out a contractual provision that must be included in a 4 separate agreement . . . . [It] does not create an independent binding obligation for the 5 parties to the RAA.” 627 F.3d at 1162 (emphasis in original). Therefore, Section 3.7.7.3 6 “cannot be reasonably construed to confer a right or benefit to any party, let alone a third 7 party.” Id. 8 Plaintiff cites two cases ostensibly supporting its reliance on the RAA, but those 9 cases are distinguishable. (Doc. 48 at 13-14.) In Facebook, Inc., this Court found that the 10 plaintiffs plausibly alleged that they were third-party beneficiaries of defendants’ 11 registration agreement, which incorporated Section 3.7.7.3 of the RAA. 2020 WL 6585534, 12 at *4. Importantly, the plaintiffs “did not argue that they were trying to enforce the RAA 13 itself, but the RAA as incorporated in the registration agreement.” Id. The same was true 14 in Meta Platforms, Inc. v. New Ventures Services Corp., No. 3:21-697, 2023 WL 5651994, 15 at *6 (M.D. Pa. Aug. 31, 2023). Plaintiffs here, by contrast, specifically allege that 16 GoDaddy and DBP violated the RAA, not the DNRA. (Doc. 26 ¶¶ 40-42, 45, 57, 65.) 17 While Plaintiff’s briefing appears to alternatively allege that DBP violated the DNRA, the 18 allegations in Plaintiff’s Amended Complaint control. See Gagic v. Cnty. of Maricopa, No. 19 CV-21-00037-PHX-MTL, 2021 WL 1264006, at *3 n.4 (D. Ariz. Apr. 5, 2021). And 20 Balsam specifically foreclosed the theory of liability set forth therein. 21 But even if Plaintiff amended its claims to ground them in the DNRA, they would 22 still fail. Unlike the registration agreement at issue in Facebook, Inc., the DNRA contains 23 a no third-party beneficiary clause. (Doc. 42-2 at 7.) It states that, “[u]nless otherwise 24 specified, nothing in this [a]greement shall be deemed to confer any third-party rights or 25 benefits.” (Id. at 2.) Section 5 of the DNRA, which incorporates Section 3.7.7.3 of the 26 RAA, does not otherwise specify. (See id. at 7.) The DNRA clearly identifies third-party 27 beneficiaries where they are intended. (See id. at 2-4, 18-19.) Section 5 makes no similar 28 identification. (See id. at 7.) Thus, reading Section 5 in the context of the entire DNRA, as 1 the Court must, the Court finds that it does not convey any rights upon third parties. Terrell 2 v. Torres, 248 Ariz. 47, 50 (2020). 3 B. Contributory Trademark Infringement 4 Plaintiff alternatively argues that GoDaddy and DBP are liable for the Doe 5 Defendants’ trademark infringement as contributors. (Id. ¶¶ 58, 66.) “To be liable for 6 contributory trademark infringement, a defendant must have (1) intentionally induced the 7 primary infringer to infringe, or (2) continued to supply an infringing product to an 8 infringer with knowledge that the infringer is mislabeling the particular product supplied.” 9 Perfect 10, Inc. v. Visa Intern. Serv. Ass’n, 494 F.3d 788, 807 (9th Cir. 2007) (internal 10 marks omitted). 11 Plaintiff alleges that the second prong applies to GoDaddy and DBP. (Doc. 12 26 ¶¶ 40-45, 58, 66.) Instead of supplying an “infringing product,” GoDaddy and DBP 13 supply a service. In such a case, in addition to evaluating the defendant’s knowledge, “the 14 court must [also] ‘consider the extent of control exercised by the defendant over the third 15 party’s means of infringement.’” Perfect 10, Inc., 494 F.3d at 807 (quoting Lockheed 16 Martin Corp. v. Network Sols., Inc., 194 F.3d 980, 984 (9th Cir. 1999)); see also Louis 17 Vuitton Malletier, S.A. v. Akanoc Sols., Inc., 591 F. Supp. 2d 1098, 1111 (N.D. Cal. 2008). 18 “For liability to attach, there must be ‘[d]irect control and monitoring of the instrumentality 19 used by a third party to infringe the plaintiff’s mark.’” Perfect 10, Inc., 494 F.3d at 807 20 (quoting Lockheed Martin Corp., 194 F.3d at 984) (alteration in original)). 21 First, Plaintiff’s claim against DBP fails because Plaintiff does not allege that DBP 22 exercised any control over the Doe Defendants’ means of infringement. (See generally 23 Doc. 26.) See Perfect 10, Inc., 494 F.3d at 807 (“[Plaintiff] has not alleged that Defendants 24 have the power to remove the infringing material from these websites or directly stop their 25 distribution over the Internet.”). At most, Plaintiff insinuates that GoDaddy’s ability to 26 disable the allegedly infringing domain names should be attributed to DBP. (See Doc. 27 26 ¶¶ 58, 66.) But that argument is unavailing because, as discussed below, Plaintiff does 28 not allege that GoDaddy exercised sufficient control to make a claim, either. (Supra at 8-9.) 1 But even if it had, Plaintiff has not alleged alter ego liability and cannot attribute 2 GoDaddy’s capabilities to DBP. (Supra at 9-10.) 3 Plaintiff, relying on Solid Host, NL v. Namecheap, Inc., 652 F. Supp. 2d 1092 (C.D. 4 Cal. 2009), argues that DBP’s ability to disclose the Doe Defendants’ identities establishes 5 that DBP had control over the Doe Defendants’ means of infringement. (Doc. 48 at 19-20.) 6 But reliance on Solid Host is dubious, as there, the court considered allegations of 7 contributory cybersquatting, a claim ultimately rejected as nonexistent by the Ninth Circuit. 8 Petroliam Nasional Berhad v. GoDaddy.com, Inc., 737 F.3d 546, 551-554. (9th Cir. 2013) 9 Regardless, Solid Host does not support Plaintiff’s position. In that case, the court found 10 that the defendant’s “anonymity service was central to [the infringers’] cybersquatting 11 scheme” and that the defendant controlled the means of infringement. 652 F. Supp. 2d at 12 1115. But importantly, the defendant in Solid Host did not just provide an anonymity 13 service—it was also a domain name registrar. Id. The court further observed that “[i]f [the 14 defendant] had returned the domain name to [the plaintiff], the [infringers’] activity would 15 have ceased.” Id. DBP, again, is not alleged to have independently had the ability to 16 deactivate or return the allegedly infringing domain names. 17 Plaintiff’s claim against GoDaddy fares no better. First, the Ninth Circuit has held 18 that domain name registrars, while acting as such, do not exercise the requisite level of 19 control over purportedly infringing domain names to sustain a claim for contributory 20 infringement. Lockheed Martin Corp., 194 F.3d at 984-85. Second, GoDaddy was not, as 21 Plaintiff’s contend, required to disable the domain names after receiving Plaintiff’s 22 allegations. “The mere assertion by a trademark owner that a domain name infringes its 23 mark is not sufficient to impute knowledge of infringement . . .” Lockheed Martin Corp. v. 24 Network Sols., Inc., 985 F. Supp. 949, 963 (C.D. Cal. 1997); see also Petroliam Nasional 25 Berhad, 737 F.3d at 548 n.1 (stating that ICANN’s Uniform Domain Name Dispute 26 Resolution Policy “provides that registrars need only intervene in a cybersquatting dispute 27 upon order of a court or an arbitration decision”). True, GoDaddy ultimately received this 28 Court’s TRO and PI, which imparted greater knowledge than mere allegations. (Doc. 26 at 1 42, 47-50.) But GoDaddy disabled the domain names upon receiving the TRO. (See id. at 2 44.) Thus, Plaintiff has not alleged that GoDaddy continued to supply the Doe Defendants 3 with the instrument of their alleged infringement after receiving knowledge of that alleged 4 infringement. 5 C. Statutory Immunity 6 Plaintiff’s claims against GoDaddy fail for the additional and independent reason 7 that GoDaddy has statutory immunity as a domain registrar pursuant to 15 8 U.S.C. § 1114(2)(D)(iii). That section states, “[a] domain name registrar . . . shall not be 9 liable for damages under this section for the registration or maintenance of a domain name 10 for another absent a showing of bad faith intent to profit from such registration or 11 maintenance of the domain name.” Id. This conditional immunity also applies to claims 12 brought pursuant to 15 U.S.C. § 1125(a). See Petroliam Nasional Berhad, 737 F.3d at 551. 13 The Ninth Circuit, in the context of claimed violations of the Anticybersquatting 14 Consumer Protection Act, has stated that a domain registrar does not evidence a bad faith 15 intent to profit when “its activities do not extend beyond registration.” Rigsby v. GoDaddy 16 Inc., 59 F.4th 998, 1006. In Rigsby, the court rejected the plaintiff’s claim because he had 17 “not plausibly alleged that [the domain name registrar] used, or trafficked in his domain 18 name with a bad faith intent to profit, nor has he plausibly alleged that [the domain name 19 registrar’s] allegedly wrongful conduct surpassed mere registration activity.” Id. 20 GoDaddy’s allegedly wrongful conduct is that it failed to disable the purportedly 21 infringing domain names when Plaintiff first contacted them. (Doc. 26 ¶¶ 41-42, 57-58, 22 65-66.) Plaintiff does not allege that GoDaddy intended to profit from the registration or 23 maintenance of the domain names in any way. (See generally Doc. 26.) Nor do they allege 24 that GoDaddy engaged in activities beyond registration. (See generally id.) Thus, GoDaddy 25 is entitled to statutory immunity. 26 D. Alter Ego Liability 27 Finally, Plaintiff argues that the Court should consider GoDaddy and DBP’s actions 28 together because they are alter egos of one another. (Doc. 48 at 22-24.) To allege alter ego 1 liability, Plaintiff must assert “(1) that there is such unity of interest and ownership that the 2 separate personalities of [GoDaddy and DBP] no longer exist and (2) that failure to 3 disregard [their separate identities] would result in fraud or injustice.” Am. Tel. & Tel. Co. 4 v. Compagnie Bruzelles Lambert, 94 F.3d 586, 591 (9th Cir. 1996) (internal marks and 5 citation omitted). 6 Plaintiff contends that it has alleged alter ego liability because “DBP is owned by 7 GoDaddy,” “GoDaddy appears to be processing and responding to trademark infringement 8 complaints directed to DBP,” and “the parties hold themselves out as ‘affiliates’.” (Doc. 9 48 at 23.) But this is insufficient. While Plaintiff “alleges several facts that indicate an 10 overlap in” GoDaddy and DBP’s operations, “[a]dditional allegations are needed . . . to 11 give rise to the plausible inference that” the separate personalities of GoDaddy and DBP 12 have ceased to exist. Facebook, Inc., 2020 WL 6585534, at *6. 13 IV. LEAVE TO AMEND 14 Plaintiff “seeks leave to amend.” (Doc. 48 at 24.) District courts “shall grant leave 15 to amend freely ‘when justice so requires.’” Lopez v. Smith, 203 F.3d 1122, 1130 (9th Cir. 16 2000) (en banc) (quoting Fed. R. Civ. P. 15 (a)). Courts in the Ninth Circuit are to apply 17 this policy “with extreme liberality.” Morongo Band of Mission Indians v. Rose, 893 F.2d 18 1074, 1079 (9th Cir. 1990). The Court, however, “may in its discretion deny leave to amend 19 due to undue delay, bad faith or dilatory motive . . . , repeated failure to cure 20 deficiencies . . . , undue prejudice to the opposing party by virtue of the allowance of the 21 amendment, [and] futility of amendment.” Zucco Partners, LLC v. Digimarc Corp., 552 22 F.3d 981, 1007 (9th Cir. 2009). Absent a “strong showing of any of [these] factors, there 23 exists a presumption under Rule 15(a) in favor of granting leave to amend.” Eminence 24 Capital, LLC v. Aspeon, Inc., 316 F.3d 1048, 1052 (9th Cir. 2003) (emphasis in original). 25 The Court finds that amendment would be futile here. As discussed, Plaintiff’s 26 claims fail as a matter of law. Moreover, when given an opportunity to explain what 27 Plaintiff would add if given an opportunity to amend, Plaintiff’s Counsel said only that 28 Plaintiff, in a Second Amended Complaint, would be clearer about the specific provisions || of the contracts that it is relying upon. That would be insufficient to save Plaintiff’s claims. Accordingly, the Court will not grant Plaintiff leave to amend. V. CONCLUSION 4 Accordingly, 5 IT IS ORDERED that Defendants GoDaddy.com, LLC and Domains By Proxy, 6|| LLC’s Notice of Motion and Motion to Dismiss Plaintiff Whaleco, Inc.’s First Amended || Complaint (Doc. 40) is granted. 8 IT IS FURTHER ORDERED that Defendants GoDaddy.com, LLC and Domains 9|| By Proxy, LLC are dismissed with prejudice. 10 Dated this 1st day of April, 2024. 11 Micha T. diburdle 13 Michael T. Liburdi 14 United States District Judge 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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