Transcend Review, Inc.

PURCHASE TERMS

These Purchase Terms (“Terms”) contain the terms under which Transcend Review, Inc. (“Transcend”, “we”, or “us”) makes available the products and services purchased by you under an Order Form (“Services”). An “Order Form” is an order form, invoice, or similar order document (including an online order form or checkout flow) that you enter into with Transcend that is issued under and made subject to these Terms.

These Terms apply whether you are an individual or a company or other legal entity.

1. SERVICES

1.1. Services

You may purchase services from Transcend by entering into an Order Form with Transcend. Subject to these Terms and your timely payment of any Fees, Transcend will provide you with the Services.

1.2. Service Terms

The Services Exhibit attached forms a part of these Terms and describes various services offered by Transcend and additional legal terms that apply to the provision of those services to you, if you have purchased them.

1.3. Subscriptions

If an Order Form specifies that a Service sold on a subscription basis will automatically renew, then that subscription Service will be provided for the duration specified on the Order Form and will automatically renew for periods equal to the specified periodicity of the subscription (such as monthly or annual), until either party provides written notice of non-renewal to the other party at least 30 days prior to a renewal date.

2. FEES

2.1. Fees

You agree to pay the fees and costs specified in the Order Form (“Fees”) when due.

2.2. Fees Non-Refundable

Except as otherwise specified in these Terms or prohibited by applicable law, payment obligations are non-cancelable and Fees paid are not refundable (including for any unused portion of a subscription-based Service). For the avoidance of doubt, no Fee refund will be issued even if you: (a) decide not to use the Services (including accessing an electronic copy of Radiology Simplified), or to only partially use the Services (including missing lectures through no fault of Transcend); or (b) do not achieve your desired Core Exam outcomes.

2.3. Payment Terms

Unless otherwise specified on an Order Form, the following payment terms will apply to the Services: (a) invoices are due upon receipt; (b) Fees will be invoiced in advance and in full by Transcend upon execution of the applicable Order Form and upon renewal; and (c) all past due payments not subject to a bona fide dispute may accrue interest at 1.0% per month, or the maximum rate allowed under applicable law, whichever is lower.

2.4. Tax

Unless otherwise stated, Transcend’s fees do not include any taxes, levies or duties of any nature, including value-added, sales, use, or withholding taxes, or similar government fees or taxes assessable in any jurisdiction (collectively, “Taxes”). Transcend will charge tax when required by law to do so. You are responsible for paying any Taxes associated with your purchases under these Terms, except for those assessable against Transcend based on Transcend’s income, property, or employees. If Transcend has the legal obligation to pay or collect Taxes for which you are responsible under this Section, Transcend will invoice you and you will pay that amount unless you provide Transcend with a valid tax exemption certificate authorized by the appropriate taxing authority.

2.5. Card Payments

If you authorize Transcend to bill your credit or debit card (“Payment Card”) to pay for fees under these Terms, you: (a) represent that you are authorized to use such Payment Card; (b) authorize Transcend to charge your Payment Card on a periodic basis for the Fees when due, including upon commencement of the Services and upon renewal; (c) agree to keep your Payment Card details valid and current; and (d) agree to pay any processing fees that are charged by third-party payment processors or Payment Card issuers. If your Payment Card is declined when Transcend attempts to charge it, Transcend may try to charge it again at a later time. If Transcend does not receive timely payment, Transcend may suspend or terminate the Services.

3. DISCLAIMERS

3.1. No Affiliation

Although Transcend has been acclaimed by many residents who have passed the Core Exam, Transcend is not affiliated with the American Board of Radiology, NRC, or ACGME.

3.2. Institutional Customers

If you are a residency program or other organization, then you agree to ensure that any employee, contractor, or other representative or affiliate of your organization who uses the Services (“Users”) will comply with these Terms. You will be responsible for any failure of such Users to do so.

3.3. Non-Medical Use Only

You acknowledge that all Services provided by Transcend are provided only for studying basic physics concepts. Because of the complexity of medical care, none of the information provided in connection with the Services should be construed as medical advice or used for medical decision-making.

3.4. Non-Guarantee of Performance

Although resident alumni who have received our Services have done well on the Core Exam, Transcend does not guarantee that its Services will deliver any particular outcomes with respect to specific or general levels of performance on board examinations. Residents’ hard work and engagement are key ingredients to their performance.

3.5. Live Review Course Attendance

If you attend a Live Review Course, you acknowledge that an inherent risk of exposure to COVID-19 and other pathogens exists in any location where multiple people are present and you voluntarily assume all risks related to exposure to COVID-19 or other pathogens and agree not to hold Transcend or any of its affiliates, directors, officers, employees, agents, suppliers, or contractors liable for any illness or injury.

4. INTELLECTUAL PROPERTY

4.1. Ownership

As between you and Transcend, Transcend retains sole ownership of the Services and all related intellectual property rights (including all content and software made available by Transcend as part of the Services (“Transcend Content”), whether live lecture, video, text, applications, or otherwise). No licenses or rights are granted to you by Transcend other than as expressly provided for in these Terms.

4.2. Restrictions

Recording, reproduction or distribution of Transcend Content in any form is strictly prohibited without express written authorization from Transcend. Any reasonably suspicious activity indicating infringement of Transcend’s intellectual or other proprietary rights may result in termination of relevant Services by Transcend (such as termination of online accounts and access to Live Review Course) without refund, to the extent permitted by law. Users or other individuals engaging in such infringing activity will be reported by Transcend to their residency program and may be subject to legal action and reporting to professional medical boards.

5. TERM AND TERMINATION

5.1. Term

These Terms will continue in effect with respect to an Order Form until the Order Form has been terminated or completed.

5.2. Termination for Cause

A party may terminate these Terms or an Order Form for cause upon written notice: (a) if 30 days have elapsed following written notice to the other party of its material breach of these Terms (including a failure to timely pay Fees) or an Order Form and such breach remains uncured at the end of such 30 day period; or (b) if the other party ceases its business operations or becomes the subject of a petition in bankruptcy or any other proceeding relating to winding up, insolvency, receivership, administration, liquidation, examinership, assignment for the benefit of creditors, or other similar process.

5.3. Consequences of Termination

(a) Upon any termination of these Terms or an Order Form, you will remain liable to pay any fees accrued prior to the effective date of termination of the terminated Services. (b) Upon termination of these Terms, all associated Order Forms will also immediately terminate. (c) If these Terms or an Order Form is terminated by you due to Transcend’s material breach, Transcend will refund to you any unused fees that you have prepaid for the applicable terminated Services. (d) If these Terms or an Order Form is terminated by Transcend for your material breach, you will pay any unpaid fees covering the remainder of the term of the applicable terminated Services, had they not been terminated for material breach.

5.4. Suspension

Transcend may suspend the provision of Services: (a) if Transcend determines that you have breached these Terms or an Order Form (including for non-payment); (b) for scheduled or emergency maintenance of the Services; or (c) to address any emergency security concerns with the Services or to avoid or mitigate material harm to Transcend or its customers due to factors outside of Transcend’s control, such as denial of service attacks or abusive use of the Services by customers. Suspensions will be limited to the minimum amount of time necessary to redress or resolve the reason for such suspension.

5.5. Survival

Sections 3-7 of these Terms will survive termination of these Terms.

6. LIABILITY

6.1. Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND TRANSCEND DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REPRESENTATIONS REGARDING THE ACCURACY, AVAILABILITY, OR RELIABILITY OF THE SERVICES.

6.2. Exclusion of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRANSCEND, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, INCOME (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF TRANSCEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

6.3. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF TRANSCEND, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING STRICT LIABILITY OR TORT, WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS ACTUALLY PAID BY YOU FOR THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, AND (B) $100.00.

7. GENERAL

7.1. General

(a) You may not assign or otherwise transfer, by operation of law or otherwise, any of your rights under these Terms without Transcend’s prior written consent, and any attempted assignment without such consent will be void. (b) Transcend may assign these Terms without your written consent. (c) These Terms (including any Order Forms) constitute the entire agreement between the parties and supersede any and all prior and contemporaneous agreements, communications and understandings with respect to their subject matter. (d) If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision will be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions of these Terms will remain in full force and effect. (e) The waiver of any breach or default will not constitute a waiver of any other right hereunder or of any subsequent breach or default. (f) All notices required or permitted under these Terms must be in writing. (g) In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) these Terms. (h) These Terms may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will comprise a single instrument. These Terms may be delivered by facsimile or electronic document format (e.g. PDF), and facsimile or electronic copies of executed signature pages will be binding as originals. (i) The relationship between you and Transcend is that of independent contractors, and not legal partners, employees, or agents of each other. (j) There are no third party beneficiaries to these Terms.

7.2. Force Majeure Event

Each party shall be excused from liability for the failure or delay in performance of any obligation under these Terms by reason of any event beyond such party’s reasonable control including, without limitation, acts of God, fire, flood, explosion, earthquake, or other natural disasters, war, riots, civil unrest, cyber attack, accident, embargoes, any strike or labor disturbance, epidemic or pandemic, denial of service attacks, systems electrical, telecommunications or other utility failures, governmental action, or any other event similar to those enumerated above (“Force Majeure Event”). Such excuse from liability shall be effective only to the extent and duration of the Force Majeure Event causing the failure or delay in performance and provided that the party has not caused such events to occur and continues to use diligent, good faith efforts to avoid the effects of such event and to perform the obligation. If inadequate performance on account of a Force Majeure Event continues beyond a continuous period of 60 days, then either party shall have the right to terminate these Terms upon written notice to the other party.

7.3. Governing Law and Jurisdiction

These Terms are governed by the laws of the State of California without regard to its conflict of laws provisions. Except where Section 7.4 applies or if applicable law requires otherwise, each party submits to the exclusive jurisdiction of the state courts located in San Francisco County, California, and the federal courts located in the Northern District of California with respect to the subject matter of these Terms.

7.4. Arbitration and Class Action Waiver

Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of Transcend’s services, including the Services, will be resolved by arbitration. You and Transcend agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules, with proceedings conducted in San Francisco, California. Judgment on the arbitration award may be entered in any court that has jurisdiction.

Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Transcend are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Transcend will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.

Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.

You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@corephysicsreview.com. The notice must be sent to Transcend within 30 of you agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt-out of these arbitration provisions, Transcend will not be bound by them either.

SERVICES EXHIBIT

This Services Exhibit (“Exhibit”) forms a part of the Purchase Terms between you and Transcend (“Purchase Terms”). This Exhibit contains descriptions of the services offered by Transcend, and any additional terms that apply to them.

1. Radiology Simplified E-Book (only available to institutional customers)

If the Services you purchase include access to a copy of the book Radiology Simplified, you are purchasing access to an electronic copy of such book. If you desire a print copy of Radiology Simplified, you may purchase one from third parties such as Amazon.com.

Customers who are individuals may purchase an electronic copy of Radiology Simplified through Apple Books.

2. Core Physics Online

Core Physics Online provides you with access to an online archive of lectures and other resources such as multiple choice question sets. Such access is provided via individual accounts. The following conditions apply to your subscription to Core Physics Online:

Each account may only be issued to a single individual and may not be shared with anyone else. You will ensure that any individual to whom you allocate an account is aware of this restriction, and you will be responsible for any failure of your account holders to comply with such restriction.
Transcend may immediately suspend or revoke Core Physics Online accounts if we detect on reasonable grounds that an account is being shared by multiple individuals. To the extent permitted by applicable law, no refunds will be given if an account is terminated as a result of unauthorized account sharing.

3. Live Review Course

Live Review Courses consist of in-person lectures. The following conditions apply to purchases of Live Review Courses, and you are responsible for ensuring that you, and any individuals for whom you have purchased this Service, are aware of and adhere to these restrictions when attending course lectures:

Electronic devices, including tablets and laptops, with front-facing cameras (i.e. cameras that face the lecturer when operated by the user) are prohibited unless those cameras are physically covered for the duration of each lecture.
Smartphones must remain in silent mode and flat on tables or in bags or pockets during lectures.
Video recording, audio recording, and photography of lectures is strictly prohibited.
You consent, and you will procure that your attendees consent, to being recorded by Transcend with video or audio for the purpose of ensuring compliance with these restrictions. As a condition to attending a lecture, Transcend may require attendees to sign a written consent to being recorded for such purpose.
If you are an individual, you will truthfully disclose in writing what relevant organization you are affiliated with to Transcend, upon Transcend’s request. If you fail to do so, Transcend may terminate your right to attend the Live Review Courses, in which case Transcend will issue you with a refund of any fees you paid for the Live Review Courses (prorated to account for any portion of Live Review Courses you may have already attended).

Additional terms contained in the Live Review Course Addendum below apply to Live Review Courses.

4.Final Review Course

The Final Review Course consists of access to on-demand online recorded lectures, featuring content substantially similar to equivalent Live Review Courses. Unless otherwise specified on an Order Form, a subscription to Final Review Courses gives 3 months of access to such online lectures. Access to the Final Review Course may not be shared with others.

5. Foundational Review Course

The Foundational Review Course consists of access to on-demand online recorded lectures from the date of purchase until the next June 30. Access to Foundational Review Course may not be shared with others.

6. 20 and 80-hour NRC-mandated Education Service (only available to institutional customers)

Residency programs are eligible to register for the 20 and 80-hour education services mandated by the Nuclear Regulatory Commission (“NRC”) and the Accreditation Council for Graduate Medical Education (“ACGME”). Both NRC-mandated education services require that an authorized user faculty member in the residency program provides final oversight and sign any ratifying paperwork for residents. Core Physics Review does not act as the overseeing authorized user faculty.

20-hour NRC service is included in the Core Physics Review online and live lectures.
80-hour NRC service is not included in the Core Physics Review online or live lectures.

The 20-hour NRC service achieves 20 hours of nuclear physics instruction as follows:

Online lectures: 2 hours
In person lectures: 5 hours
Multiple choice question bank: 2 hours
Assigned reading in Radiology Simplified: 1 hour
Assigned RSNA modules: 10 hours

The 80-hour NRC service achieves 80 hours of nuclear physics instruction as follows:

Items described in 20-hour NRC service are included
4 laboratory assignments, provided at an interval of 1 assignment per resident per year of subscription. Each laboratory assignment requires 15 hours of independent work, including reading, online instruction, hands-on experiments, and data interpretation.
Participation from nuclear medicine technologists at the residency program is required to facilitate laboratory assignments. Their participation is not included in the Services or Fees.
Safety of participating residents is entirely the responsibility of the residency program.

7. Orbit Services

Additional terms contained in the Orbit Services Addendum below apply to Orbit-branded software-as-a-service products.

LIVE REVIEW COURSE ADDENDUM

The terms in this Addendum only apply to Live Review Courses.

1. DEFINITIONS

“Live Review Course Deposit” means the portion of the fees invoiced for the Live Review Course that are considered to be a deposit, as may be identified on such invoice.

2. RESCHEDULING LIVE REVIEW COURSES

After a Live Review Course is scheduled (as published on Transcend’s website) (“Originally Scheduled Course”), Transcend may reschedule a Live Review Course session on another date and at a different location for any reason (including, without limitation, due to venue cancellation, inability of venue to accommodate the Live Review Course, sickness or incapacitation of the lecturer scheduled to deliver the course, or a Force Majeure Event), provided that:

the rescheduled course is held on a date prior to the actual administration of the Core Exam following the date of the Originally Scheduled Course (“Next Exam Date”); and
at least 7 days’ prior notice is given of the date of the rescheduled course (which notice may be given via publication on Transcend’s website),

(collectively, the “Rescheduling Conditions”).

Transcend will endeavor to give as much advance notice of a rescheduled course as practicable. Alternatively, it is possible that Transcend cancels a scheduled Live Review Course for any reason and is unable to reschedule it in accordance with the Rescheduling Conditions.

In the case of a Live Review Course cancellation, attendees will be given the option to either:

Receive a refund of any payment made for the Live Review Course that was canceled, or
Attend another Live Review Course offered by Transcend at no additional charge.

3. EXCLUSIONS

For the avoidance of doubt, attendees are responsible for procuring, at their own expense, their own food, drinks, accommodations, transportation, and parking when attending Live Review Courses. Those items are not included or provided by Transcend.

ORBIT SERVICES ADDENDUM

The terms in Addendum only apply to the Services (as defined in this Addendum below).

If there is a conflict between the Addendum and the Purchase Terms, this Addendum will prevail to the extent of the conflict. If there is a conflict between this Addendum and an Order Form, the Order Form will prevail to the extent of the conflict.

1. DEFINITIONS

Unless otherwise defined in this Addendum, capitalized terms will have the meanings given to them in the Purchase Terms. In this Addendum, “Services” means Orbit-branded software-as-a-service products you have purchased under an Order Form.

2. ORBIT SERVICES

2.1. Service Descriptions

Certain Services are described in service descriptions contained in the Schedule to this Addendum. The Services will be provided to you by Transcend in accordance with this Addendum and the Purchase Terms. Where a service is marked as “alpha,” “beta,” “pilot,” “evaluation,” “preview” or similar (“Evaluation Services”), the description of such service is indicative and provided for general information only, and does not legally bind Transcend to performing that service in the manner described.

2.2. Technical Services

If you require implementation, technical, engineering or other services that are billed by Transcend on a time and materials basis (such as non-recurring engineering work) (“Technical Services”), Transcend will discuss and agree the scope of, and fees for, such Technical Services with you prior to commencing such services. Where fees for Technical Services are quoted by Transcend on an estimated basis: (a) such estimate is not a cap on fees and you will be liable to pay all fees actually incurred; and (b) fees for such services will be invoiced in arrears, unless otherwise specified on an Order Form.

2.3. Users

You may authorize individual users to use the Services (“Users”). You are responsible for your Users’ compliance with the Purchase Terms (including this Addendum). Users may not share user accounts or user account access credentials.

2.4. Term of Subscriptions

Services provided to you on a subscription basis (“subscriptions”) will be provided for the duration specified on the Order Form for that subscription (“Subscription Term”). Unless otherwise agreed on an Order Form, each of your subscriptions will automatically renew for periods equal to the specified periodicity of the subscription plan (such as monthly or annual), until either party provides written notice of non-renewal to the other party at least 30 days prior to a renewal date.

3. SOFTWARE

Transcend may make certain software applications or components available to you for download as part of the Services, including via app stores and other channels (the “Software”). Unless expressly stated otherwise at the time of download or as otherwise agreed by Transcend, the Software may only be used as a part of the Services. Transcend grants to you a limited non-exclusive, non-transferable, non-sublicensable license to install, use and copy, during the term of the Purchase Terms, the Software solely as necessary to enable your and your Users’ use of the Services. Other than the rights expressly specified herein, no other rights in the Software are granted to you.

4. RESTRICTIONS

You acknowledge that the Services (including the Software) contain confidential information and trade secrets of Transcend and its licensors. You will not, and you will ensure your Users will not: (a) copy (except as strictly necessary to use the Software in accordance with the Purchase Terms), distribute, sell, sublicense or otherwise transfer or make available the Services, the Software or any portion thereof to any third party; (b) remove from view any copyright legend, trademark or confidentiality notice appearing on the Software; (c) modify, adapt, translate, reverse engineer, decompile or derive the source code for the Software, or authorize a third party to do any of the foregoing, except to the extent that such restriction is expressly prohibited by applicable law. You will reproduce all of Transcend’s and its licensors’ copyright notices and any other proprietary rights notices on all copies of the Software that you make hereunder.

5. CONFIDENTIALITY

You may not disclose to any third party (without the prior written approval of Transcend) any information provided or made available to you or your Users by Transcend in connection with the Purchase Terms that either would reasonably be regarded as confidential, or is specifically identified by Transcend as confidential (the “Confidential Information”). Confidential Information includes any non-public information about the Services or the Software, their features, feedback about the Services, related technical information, and the results of any performance or functional evaluation or test of the Software. You may disclose Confidential Information only to those of your employees, contractors, and Users who have a bona fide need to know such information to use the Services and who have been directed to comply with the use and nondisclosure restrictions set forth in this Section. You will use no less than all reasonable efforts to protect the Confidential Information from unauthorized access, use or disclosure. You will immediately report any breach of this provision to Transcend that you become aware of and shall employ all reasonable means to mitigate any damages or losses that Transcend may incur as a result of any such violation.

Within 5 days after termination of the Purchase Terms, you will delete all copies of the Software and any Confidential Information provided to you and, upon Transcend’s request, confirm in writing that they have been deleted.

6. PROPRIETARY RIGHTS

As between you and Transcend: (a) Transcend retains sole ownership of all intellectual property rights in the Services and the Software and other technology used to provide the Services; and (b) you retain sole ownership of all intellectual property rights in any data that you and your Users provide to Transcend in the course of using the Services (“User Data”). You grant Transcend a perpetual, irrevocable, worldwide, sublicensable right to retain, use, copy, distribute, and publish the User Data for any purpose, provided such purpose is in compliance with applicable law. All intellectual property rights in any modifications, enhancements, or improvements made to the Services in the course of Transcend providing Technical Services will be owned exclusively by Transcend.

7. EVALUATION SERVICES

You acknowledge that any Evaluation Services are provided for testing and evaluation purposes only and that you use the Evaluation Services at its own risk. You acknowledge and agree that: (a) neither the Evaluation Services nor the Software associated with such services have been commercially released by Transcend; (b) the Evaluation Services may not operate properly, be in final form or fully functional; (c) the Evaluation Services may contain errors, design flaws or other problems; (d) it may not be possible to make the Evaluation Services fully functional; (e) the information obtained using the Evaluation Services may not be accurate; (f) use of the Evaluation Services may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (g) Transcend is under no obligation to release a commercial version of the Evaluation Services; and (h) Transcend has the right to unilaterally abandon development of the Evaluation Services, at any time and without any obligation or liability to you. You acknowledge and agree that you should not rely on the Evaluation Services for any reason. You are solely responsible for maintaining and protecting all data and information that is retrieved, extracted, transformed, loaded, stored or otherwise processed by the Evaluation Services. You will be responsible for all costs and expenses required to backup and restore any data and information that is lost or corrupted as a result of your use of the Evaluation Services.

8. HIPAA

You acknowledge that the Services have not been designed to comply with or permit compliance with HIPAA (defined below) and you may not (and you will ensure your Users do not) submit “protected health information” (as defined by HIPAA) to Transcend using the Services or otherwise. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 and the Health Information Technology for Economic and Clinical Health Act of 2009, Public Law 111-005 (in each case, as amended and supplemented). You will defend, indemnify, and hold harmless Transcend and its officers, directors, employees, affiliates and agents from and against any liabilities, damages and expenses (including reasonable attorneys' fees and settlement costs) arising out of a claim by a third party in connection with the provision of PHI by you or your Users to Transcend.

9. FEEDBACK

You will provide feedback to Transcend as reasonably requested concerning the features, functionality, and performance of the Services and the Software. If you provide feedback to Transcend, all such feedback will be the sole and exclusive property of Transcend. You hereby irrevocably transfer and assign to Transcend and agree to irrevocably assign and transfer to Transcend all of your right, title, and interest in and to all feedback including all intellectual property rights therein (collectively, “Feedback IP”). You will not earn or acquire any rights in the Services or licenses in the Software or in any Feedback IP by virtue of the Purchase Terms or your performance under the Purchase Terms, even if Transcend incorporates any of your feedback into the Services or the Software.

SCHEDULE TO ORBIT SERVICES ADDENDUM

DESCRIPTIONS OF CERTAIN SERVICES

1. Orbit CME (Continuing Medical Education) Credit

AMA PRA Category 1 Credit™ delivered through Orbit based on articles visited while using the Orbit software. Maximum number of credits available to earn per unit time depends on the level of service.

2. Orbit Admin Dashboard

Dashboard for administrators to access the audit report for each user in a group. Maximum number of administrator accounts supported depends on the level of service.

3. Orbit Compliance

Automated checking of state-specific CME rules for each user in an enterprise. Accuracy of state-specific rules is the responsibility of the User, and a minimum of one round of rule changes can be requested by you per year. Maximum number of state rules supported depends on the level of service. Orbit Compliance is a tool that helps to remind Users of their CME compliance requirements, but Users bear sole responsibility for ensuring that they comply with CME requirements. You and your Users may not solely rely on Orbit Compliance to determine their CME compliance status.

4. Orbit Discovery

Automated differential diagnosis and related articles for articles from eligible journal sites. Medicine-specific browsing history.

5. Orbit Cases

Automated tracking of case volume. Number of case types tracked depends on the level of service. Non-recurring engineering fee includes setup of an enterprise account and one iteration of mapping of your exam names onto standard Orbit Procedure Names. You are responsible for setting up an internal process to add new physicians and to automatically generate periodic reports containing case logs from residents with the column format prescribed by Transcend; Orbit Connector is an alternate service option that provides these functions. Refinements to procedure mapping, including adjustment of procedure mapping rules or addition of new procedures will incur billable expense at the rate defined by Transcend for technical service.

6. Orbit Transcript

Orbit Transcript provides residents, fellows, and attending physicians a detailed summary of their case experience. The Orbit Rank can be optionally included with the Orbit Transcript and provides a measure of performance across programs. Case logs can be imported into Orbit Transcript either by submitting a spreadsheet to Orbit, or through the Orbit Connector which transmits procedure logs directly to Orbit Cases. Users bear sole responsibility for outcomes related to timely credentialing, results from a job application, or other uses of the Orbit Transcript.

7. Orbit Connector

Orbit Connector provides an automated link between clinical information systems and Orbit. Orbit Connector is intended to facilitate transmission of case logs without PHI, and provides a mechanism to update the list of physicians included in the case logs.