FIRST.- This partnership agreement shall be governed by the provisions of this document under the provisions of Article 1546 of the Civil Code, as well as the principle of freedom of agreement established in Article 1255 of the Civil Code and under the protection of contractual good faith and the exercise of the rights provided in Articles 1257 and 1258 of the same Legal Text.
SECOND.- The purpose of this partnership agreement is to establish the criteria on which to base the relationship between the Partner and Transparent Edge Services.
The Partner will be responsible for carrying out the commercial actions with the end customer for the contracting of the service, and will be directly responsible to the end customer for the implementation and provision of the service. To this end, the Partner will have the support of Transparent Edge Services for the closing of the commercial opportunity and the configuration and implementation of the service.
The Partner will be responsible for the billing and collection of the service provided to the end customer.
Transparent Edge Services will make the appropriate discounts on the invoice issued to the Partner in accordance with the table included in clause THIRD of this Partner Reseller contract, during the first year of the opportunity contract.
THIRD.- Transparent Edge Services will apply a discount on the monthly invoice issued to the Partner for the service provided according to the following table, which lists the applicable discount and monthly billing required for each end customer of the Partner registered with Transparent Edge Services to benefit from it:
|Applicable discount||Monthlyy billing required|
|10%||0 € – 2.000,00 €|
|15%||2.001,00 € – 5.000,00 €|
|20%||5.001,00 €and up|
In addition to these monthly billing discounts, Transparent Edge Services offers the Partner the possibility to use its white label “Powered by Transparent” at no additional cost. In those cases where the monthly turnover exceeds 10.000,1 € the Partner will have the option to aggregate traffic in their projects to take advantage of the economy of scale.
If the end customer is in default of payment, the Partner agrees to pay Transparent Edge Services the corresponding amount according to the due date established in the invoice issued by Transparent Edge Services.
In order to receive the discount under this agreement, the Partner must (i) agree to and comply with the terms and conditions of this agreement; (ii) provide all account information; (iii) submit all valid tax documents as requested.
All discounts made by Transparent Edge Services will be made on the monthly invoice issued, according to the billing level achieved by the individual project resold. No other payments will be made.
FOURTH.- The Partner will be responsible for the commercial dialogue with end customers, to offer the best possible offer to close this opportunity, and to perform the technical tasks of implementation, onboarding and level 1 support of this opportunity.
Transparent Edge Services will be responsible for providing the appropriate technical and marketing training for the Partner to be able to provide a quality service, as well as to offer the level 2 support required by the Partner when requested.
FIFTH.- For all purposes, it will be considered a resold opportunity that the Partner transmits to Transparent Edge Services, and Transparent Edge Services reserves the right to accept or not such opportunity, being established a maximum period of one (1) month for Transparent Edge Services to communicate to the Partner the decision to continue or not with the resold opportunity. If there is no communication to the contrary, the resold opportunity will be understood as accepted. The period of one year for which the Partner will accrue the discount provided for, as stipulated in Clause Three, will begin to run from the day following such communication, in the event that the resold opportunity is accepted by Transparent Edge Services.
SIXTH.- The Partner shall have specific responsibilities:
SEVENTH – Qualified transactions and fair play.
a. Sales Eligibility Requirements. Opportunities must be registered, accepted and validated in accordance with the “Lead Submission, Acceptance and Validity” or “Shared Leads” sections. Partner will not be considered eligible to receive monetary or any other type of remuneration from Transparent Edge Services if: (i) such remuneration is not permitted or is limited by laws or regulations of the European Union, by state, autonomous or local laws or regulations in Spain, or laws or regulations of Partner’s jurisdiction; (ii) the relevant End User objects to or prohibits the inclusion of such remuneration, or excludes such remuneration from its payments to Transparent Edge Services or any of its affiliates; (iii) Transparent Edge Services determines that the Partner is acting, or has acted, in a manner that reflects adversely on the image it projects, or affects its own prospects or customers in connection with a particular transaction; (iv) the End User has paid or will pay commissions, referral fees or other agreed-upon remuneration directly to the Partner; or (v) the End User is the Partner.
In competitive situations with other partners, Transparent Edge Services may choose to allow cross-selling or provide compensation per opportunity sold and won to the partner who secures the transaction with the End User, which may provide that the opportunity is not compensated even though it has been registered.
b. Lead submission, acceptance and validity. Partner must register each lead with Transparent Edge Services using the notification channels provided for that purpose prior to closing a qualified opportunity. To register leads, the Partner must provide, at a minimum, the following information for each lead: contact first and last name, email, URL and company name. Generally, Transparent Edge Services will flag sold opportunities, based on its reasonable judgment (i) is a new prospective customer of Transparent Edge Services and ; (ii) is not, at the time of submission or sixty (60) days prior, a pre-existing customer participating in our active sales process or an affiliate of the Partner; and (iii) is a legitimate prospect with legally obtained contact information.
Notwithstanding the foregoing, Transparent Edge Services shall be free to accept or not accept a prospect, in its reasonable discretion, and may do so upon receipt of a registration or for failure to meet the requirements defined in this clause SEVENTH.b at any time after submission, even if initially accepted. At the time of registration, Transparent Edge Services may advise the Partner if a prospect is eligible for cross-selling.
A prospectus is not considered valid: (i) if it has not been registered; (ii) if it is not accepted; (iii) if it has expired; (iv) if it exceeds the registered capacity limits or other applicable limits; or (v) after the present partnership agreement has expired or been terminated.
Once the prospect is validated, at Transparent Edge Services’ discretion, acceptance will be communicated to the Partner for the Partner to proceed with the closing of the transaction and the provision of the contracted service by the end customer to complete a qualified opportunity.
If a prospect does not purchase your service before their registration expires, it will be necessary for the Partner to complete the registration process again to re-qualify and obtain discounts for that opportunity.
c. Transparent Edge Services Leads. Transparent Edge Services may present or send information about one of its own leads to Partner when it identifies that such a prospect may be interested in the services offered by Partner, and may do the same for other partners, including the same Transparent Edge Services lead. The Partner may use the information provided about the Transparent Edge Services lead only to promote and sell the services it offers and not for any other purpose, unless authorized by the Transparent Edge Services lead. Immediately upon request by Transparent Edge Services or the Transparent Edge Services lead, the Partner shall discontinue all use of such information and delete it from its records. Transparent Edge Services considers Transparent Edge Services leads to be confidential information and should be treated in accordance with the “Confidentiality” section below.
d. Shared Leads. If Transparent Edge Services engages in the same sales process as Partner and this results in the sale of the Service to a Lead that would otherwise have been invalid on the basis that it (i) is not registered; (ii) was not accepted; (iii) expired; or (iv) exceeds the capacity limit or any other applicable limit, called a “Shared Lead”, and the Partner has an active commitment to such Shared Lead, Transparent Edge Services, at its discretion, may determine that it shall be considered a registered, accepted and validated prospect for the purposes of “Eligibility” above.
Transparent Edge Services may require the Partner to provide proof of active engagement with the shared lead.
e. Interaction with prospects and end users. Transparent Edge Services may interact directly with a prospect, lead or end user (i) to enable the cross-selling program; (ii) to complete the implementation and onboarding process; (iii) to fulfill or enforce obligations under the agreement with such prospect; (iv) to provide assistance; (v) to conduct standard marketing and sales activities with Prospects; (vi) to proceed with the billing and collection of services provided directly by Transparent Edge Services other than those contemplated by this Agreement; or (vii) in any other manner permitted by this Partnership Agreement.
In any case, Transparent Edge Services may request the cooperation of the Partner in its interaction with the end user, and the Partner must provide the contact information of the prospect, in addition to introducing Transparent Edge Services as the service provider. If a prospect is not valid, Transparent Edge Services reserves the right to keep it in its database and interact with it.
In the event of a request by Transparent Edge Services, the Partner may engage in calls and communications with the end user in an effort to help close the opportunity or to provide quality service and for the purpose of managing the Partner Program.
If a qualified transaction results from the interactions and the opportunity is closed, the end user will enter into a direct contract with Transparent Edge Services to provide the contracted services.
EIGHTH.- The present partnership contract will have an initial duration of twelve (12) months from the date of signature of the same on the date indicated in the heading of the first page (“initial duration” period), being understood to be extended if neither of the two parties manifests its will not to extend it in accordance with the following paragraph of this same clause.
The communication regarding the will not to extend the present contract must be communicated by either party to the other at least thirty (30) days prior to the end date of the initial term or that of, as the case may be, any of its possible extensions.
In the event that the communication regarding the will not to extend the present contract is not made by either of the parties with the indicated advance notice to the end of the initial duration or that of, as the case may be, any of its possible extensions, the contract shall be deemed to be extended for successive periods of twelve (12) months.
NINTH.- Property rights.
a. Proprietary rights of Transparent Edge Services. No software license is granted by this partnership agreement. Transparent Edge Services products and services are protected by intellectual property laws. Transparent Edge Services products belong to and are the property of Transparent Edge Services. Transparent Edge Services reserves all proprietary rights in Transparent Edge Services products. Partner agrees not to copy, rent, lease, sell, distribute or create derivative works based in whole or in part on Transparent Edge Services content or Transparent Edge Services products by any means, except as expressly authorized in writing by Transparent Edge Services. Transparent Edge Services, Transparent Edge, the Transparent Edge Services jellyfish design, the Transparent Edge Services logos and other marks used from time to time are registered trademarks of Transparent Edge Services and may not be used by Partner without prior written permission, except as otherwise set forth in this partnership agreement.
We encourage all customers and partners to share their opinion about Transparen Edge Services products and services, give suggestions for improvement and vote for those they deem appropriate. The Partner agrees that all their comments and suggestions are non-confidential and that Transparent Edge Service owns all rights to use and incorporate them into Transparent Edge Services products without being paid for it.
b. End User Proprietary Rights. In relationships between Partner and End User, End User reserves the right to access and use the End User portal associated with Transparent Edge Services products and services, regardless of whether Partner placed the order in place of an End User or placed or makes payments on behalf of an End User. The End User shall own and retain all rights to the End User’s data..
a. The receiving party shall: (i) protect the privacy of the disclosing party’s Confidential Information by employing the same care it affords its own Confidential Information, and at no time less than is reasonable; (ii) not use the disclosing party’s Confidential Information for any other purpose outside the scope of this agreement; (iii) not disclose the disclosing party’s Confidential Information to any third party; and (iv) limit access to the disclosing party’s Confidential Information to its employees, contractors and representatives who need access to it for reasons consistent with this agreement and who have signed confidentiality agreements with the receiving party containing protections no less stringent than those herein.
b. The receiving party may disclose confidential information of the disclosing party if required to do so by any European Union law, national, regional or local law, statute, rule or regulation, subpoena or legal process of Spain; provided that (i) the receiving party shall provide the disclosing party with prompt notice of any request it receives to disclose confidential information, in sufficient time to enable the disclosing party to oppose the request or obtain a relevant court protective order or, if such notice is prohibited by law, the receiving party shall disclose the minimum amount of confidential information required to be disclosed pursuant to legal protection; and (ii) in no event shall the receiving party disclose confidential information to a party other than a State agency, and always pursuant to a valid order of a court of competent jurisdiction requesting specific disclosure.
c. Injunctive Relief. Each party acknowledges that unauthorized use or disclosure of the other party’s confidential information may cause irreparable harm. Therefore, each party agrees that the other party shall be entitled to immediate injunctive relief for any breach or threatened breach of the “Confidentiality” section of this Agreement, as well as the right to exercise any and all other rights and seek any and all other remedies available at law or in equity for such breach.
d. Confidential Information Trafficking. During the term of this agreement with Transparent Edge Services, Partner, management team, staff and agents (collectively, the “Partner Representatives”) may be exposed to non-public inside information about our company. Partner’s representatives understand that they may be deemed to have violated applicable laws if they take any advantage of such information.
ELEVENTH.- Validity and termination.
a. Termination Without Cause. Either Partner or Transparent Edge Services may terminate this Agreement upon at least thirty (30) days prior written notice to the other party.
b. Termination for changes to the agreement. If Transparent Edge Services updates or replaces the terms of this Agreement, Partner may terminate without cause upon five (5) days written notice provided that Partner submits written notice within ten (10) days after receiving notice of the change.
c. If Partner continues to participate in the program and Transparent Edge Services has not received any notice under this section, all changes will be deemed accepted fifteen (15) days after the notice is served.
d. Termination for Cause. Transparent Edge Services may terminate this Agreement, revoke acceptance of an opportunity sold or suspend Partner’s or End User’s access to Transparent Edge Services products in the following situations: (i) thirty (30) days after giving notice of a material breach if such breach remains unresolved at the end of such term; (ii) automatically within thirty (30) days of a breach of the program requirements applicable to Partner Reseller; (iii) fifteen (15) days after giving notice of non-payment of any amount due if such amount remains unpaid at the end of such term; (iv) immediately, if Partner files for or is adjudicated in bankruptcy or any other proceeding relating to insolvency, intervention, liquidation or assignment for the benefit of creditors; (v) immediately, if Partner or End User breaches the Customer Terms of Service, including if Partner fails to meet its payment obligations to Transparent Edge Services or its affiliates or breaches European Union, local, regional, state, or foreign laws or regulations; (vi) immediately, if Partner breaches its confidentiality obligations under this Agreement or infringes or misappropriates Transparent Edge Services’ intellectual property rights; or (vii) immediately, if Transparent Edge Services determines that Partner is acting, or has acted, in a manner that has had or could have a negative impact on Transparent Edge Services, or its prospects and customers.
e. Termination for Cause. Transparent Edge Services may terminate this Agreement, revoke acceptance of an opportunity sold or suspend Partner’s or End User’s access to Transparent Edge Services products in the following situations: (i) thirty (30) days after giving notice of a material breach if such breach remains unresolved at the end of such term; (ii) automatically within thirty (30) days of a breach of the program requirements applicable to Partner Reseller; (iii) fifteen (15) days after giving notice of non-payment of any amount due if such amount remains unpaid at the end of such term; (iv) immediately, if Partner files for or is adjudicated in bankruptcy or any other proceeding relating to insolvency, intervention, liquidation or assignment for the benefit of creditors; (v) immediately, if Partner or End User breaches the Customer Terms of Service, including if Partner fails to meet its payment obligations to Transparent Edge Services or its affiliates or breaches European Union, local, regional, state, or foreign laws or regulations; (vi) immediately, if Partner breaches its confidentiality obligations under this Agreement or infringes or misappropriates Transparent Edge Services’ intellectual property rights; or (vii) immediately, if Transparent Edge Services determines that Partner is acting, or has acted, in a manner that has had or could have a negative impact on Transparent Edge Services, or its prospects and customers.
f. Upon termination, Partner will cease using and delete all Transparent Edge Services leads and shared leads if they were provided by Transparent Edge Services and if it does not have the consent of those leads to continue using their data and information. In addition, the leads will not be considered valid and Transparent Edge Services may choose to keep them in its database and interact with them.
g. Partner will immediately discontinue use of the Transparent Edge Services trademark and remove all Transparent Edge Services logos, isotypes and insignia and references to this program on your website and other materials. Termination of this Agreement shall not cause the termination of any subscription agreement or an End User’s agreement.
TWELFTH.- Representations and warranties of the partners.
Partner represents and warrants that: (i) it has all rights and permissions necessary to provide us with prospect data for our use in sales and marketing efforts or as otherwise set forth in this agreement; (ii) its participation in this program will not conflict with any of your existing agreements or arrangements; and (iii) it owns or has sufficient rights to use and grant Transparent Edge Services the right to use the participant’s trademarks.
THIRTEENTH.- Legal notices; limitations of liability.
a. Exclusion of guarantees. Except as set forth in the “Performance Guarantee” section of the Customer Terms of Service, we and our affiliates and agents make no representations about, or warranties about, the suitability, reliability, availability, timeliness, security, accuracy, or completeness of the Transparent Edge Services products, data synchronized with or available from such service, Transparent Edge Services content, partner program, optional programs, Transparent Edge Services demo account or consulting services for any purpose. Transparent Edge Services application programming interfaces (APIs) and demo account may not be available at all times. To the extent permitted by law, Transparent Edge Services products, Transparent Edge Services content, the program, optional programs and the Transparent Edge Services demo account are provided “as is” without any warranty or condition. We disclaim all warranties and conditions of any kind regarding the Transparent Edge Services products, the Transparent Edge Services content, the program, any add-on programs and the Transparent Edge Services demo account, including all implied warranties or conditions of merchantability fitness for a particular purpose, title and non-infringement.
b. Exclusion of indirect damages. Except for your liability under our obligations defined in the “Confidentiality” section and your liability for breach of our intellectual property rights, and to the extent permitted by law, in no event will either party be liable for consequential damages, punitive or consequential, including loss of profits or business opportunities.
c. Disclaimer. Notwithstanding the other terms of this agreement, if we decide to have any liability to you or any third party, the parties agree that such total liability will be limited to the total amounts of the income distribution that you have obtained in the twelve (12) period. months prior to the event that gave rise to a claim. The foregoing limitation shall apply regardless of whether the action is in contract or tort, and regardless of the theory of liability that applies.
d. Transparent Edge Services Demo Account and Optional Programs. We disclaim all liability with respect to the Transparent Edge Services demo account and any optional programs you use. We do not promise the availability of the Transparent Edge Services demo account or optional programs and may do this at our discretion.
Partner agrees not to intentionally recruit for employment purposes any of Transparent Edge Services’ employees or contractors during the term of this agreement and for a period of twelve (12) months following its termination. Both Partner and Transparent Edge Services acknowledge that (i) no public employment offer or other type of public recruitment offer not specifically directed to such person will be considered a recruitment for the purposes of this provision and (ii) this provision is not intended in order to limit the mobility of any of our employees or contractors.
FIFTEENTH.- General Provisions.
a. ModificaciónModification; non-exemption. Transparent Edge Services may update and change any part or all of this agreement, including replacing it in its entirety. If you do so, the updated document will be published at the following URL https://www.transparentedge.eu/partner-reseller-agreement/ (or other designated URL) and a notification will be sent on the application portal or by email . The updated agreement will become effective and binding on the next business day after its publication. When you modify this Agreement, the “Last Modified” date above will be updated to reflect the date of the last version. We recommend that you periodically review this agreement.
If Partner does not agree to the upgrade or replacement, they may terminate their contract as described above.
No delay in exercising any right or remedy or failure to object shall constitute a waiver of such right or remedy or any other right or remedy. An occasional waiver shall not constitute a waiver of any future rights or remedies.
b. Applicable law. All matters related to this partnership contract will be governed by the laws of Spain.
Any controversy arising from or relating to an agreement – including any question relating to its existence, validity, termination, interpretation or execution – will be definitively resolved by legal arbitration, administered by the Court of Arbitration of Madrid, in accordance with its Arbitration Regulations in force on the date of submission of the arbitration request. The Arbitration Court designated for this purpose will be composed of a single arbitrator and the language of the arbitration will be Spanish.
c. Force Majeure. Neither party will be liable for any failure or delay in performance if the cause is: an act of war, hostility or sabotage; force majeure, power outage, internet or telecommunications that is not caused by the compromised party; government restrictions; or any other event beyond the reasonable control of the involved party. Each party will use all reasonable efforts to mitigate the effect of a force majeure event.
d. Permitted actions. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of its form, arising out of or in connection with this agreement, may be brought by either party more than one (1) year after the cause of action.
e. Relationship between the parties. Both Partner and Transparent Edge Services agree that no joint venture, professional relationship, employment or agency relationship exists between you and us as a result of this agreement.
f. Compliance with applicable laws. Partner shall comply with and ensure that any third party conducting referral or sales activities on its behalf complies with all applicable foreign and domestic laws (including, but not limited to, export laws, privacy regulations, and laws applicable to the shipping of unsolicited emails), government regulations, ordinances and court administrative orders. Partner shall not engage in any misleading, false, illegal or unethical marketing activities, or activities that may otherwise be harmful to Transparent Edge Services, its clients or the public.
g. Data processing. In accordance with the provisions of the Personal Data Protection regulations (RGPD and LOPDGDD), we inform you that the client’s data will be incorporated into the ownership processing system of Transparent Edge Services with CIF B-85363141 and registered office located at CALLE CEDACEROS, 11 2ºE, 28014, MADRID, with the purpose of meeting the commitments derived from the contract signed between both parties.
In compliance with current regulations, Transparent Edge Services informs that the data will only be kept while the professional relationship is in force, and will be deleted when they are no longer necessary for the purpose for which they were collected, without prejudice to the obligation to keep them blocked. during the legally established period in order to meet requirements from the Public or Judicial Administration.
Likewise, we inform you that the processing indicated in the previous paragraph is required for the execution of the contractual relationship between the Partner and Transparent Edge Services.
With this clause, the client is informed that their data will be communicated, if necessary, to public administrations and to all those entities with which communication is necessary in order to comply with the provision of the aforementioned service. Failure to provide the data to the aforementioned entities implies that the provision of the services object of this contract cannot be fulfilled. In any case, with those of these entities that have the status of Data Processors, the corresponding data access contracts will remain signed.
In no other case will they be communicated to third parties without your prior consent.
Transparent Edge Services informs that it will process the data in a lawful, fair, transparent, adequate, relevant, limited, accurate and up-to-date manner. That is why Transparent Edge Services undertakes to take all reasonable measures to ensure that these are deleted or rectified without delay when they are inaccurate.
In accordance with the rights conferred by current data protection regulations, the Partner may exercise the rights of access, rectification, deletion, opposition, limitation of processing and portability of their personal data, as well as revoke the consent given to processing them, by directing your request to the Transparent Edge Services postal address indicated above or to the email address email@example.com.
In turn, we inform you that you can contact the Data Protection Officer of Transparent Edge Services, by writing to the email address firstname.lastname@example.org.
The Partner may contact the competent Control Authority to present a claim that he deems appropriate.
Lastly, Transparent Edge Services informs that by signing this contract you grant explicit consent for the processing of the data mentioned above.
h. Divisibility. If any part of this Agreement is determined to be invalid or unenforceable under applicable law, then the aforesaid or unenforceable provision will be deemed superseded by a valid, enforceable provision that best reflects the intent of the original provision, and the remainder of the This agreement will continue in force.
i. Notifications. Notice will be sent to the contact address set forth in this agreement (and as changed by notice to the other party) and will be deemed given on the date of actual receipt.
For Transparent Edge Services S.L.: Transparent Edge Services S.L., Calle Cedaceros, 11 2-E, 28014, Madrid, Spain.
For Partner: Your address, as indicated in your Transparent Edge Services portal account information. Transparent Edge Services may send electronic notifications through a general notification in the app on its portal and may also send them specifically to the Partner by email, to the email address(es) registered in the account information, and may also notify via telephone calls. to the telephone numbers listed in the account information records. Partner must keep all information in their Transparent Edge Services account up to date.
j. Entirety of the Agreement. This document constitutes the entire agreement for the Program and supersedes all other agreements and proposals (including all prior versions of this document) between Transparent Edge Services and Partner, whether electronic, oral or written. Transparent Edge Services objects to and rejects any additional or different terms proposed by Partner, including those contained in the purchase order, acceptance or website. Transparent Edge Services’ obligations are not contingent upon the delivery of any future functionality or features of Transparent Edge Services products nor are they dependent on any oral or written public comments regarding future functionality or features of Transparent Edge Services products. It is the express wish of both parties that this agreement and all related documents be drafted in Spanish. We may offer versions of this agreement in languages other than Spanish. If so, the Spanish version of this agreement will govern our relationship, and the translated version will be provided solely for your convenience and will not be construed as a modification of the Spanish version of this agreement.
k. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. Transparent Edge Services may assign this agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
l. No third party beneficiaries. Nothing in this Agreement, express or implied, is intended to or does confer upon any person or entity (other than the parties to this Agreement) any right, benefit or remedy of any nature or under nor by reason of this agreement.
m. Licensing. Transparent Edge Services grants only the rights and licenses expressly set forth in this agreement and Partner receives no other rights or licenses with respect to Transparent Edge Services, Transparent Edge Services products, its trademarks, or any other property or rights in the same.
n. Transparent Edge Services Sales. This agreement shall in no way limit Transparent Edge Services’ right to sell Transparent Edge Services products directly or indirectly to any current or prospective customer.
o. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this agreement and that this agreement is binding on such party and enforceable in accordance with its terms.
p. Validity. The following sections shall survive the termination of this Agreement: “Proprietary Rights,” “Confidentiality,” “Effects of Termination,” “Liability Disclaimer,” “Non-solicitation,” and “General Provisions.”
Last updated: October 2023