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 (“Services”) under an invoice, order form, or similar order document (“Order Form”).

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

1. SERVICES

1.1. Services. Subject to these Terms, including timely payment of any Fees, Transcend will provide you with the Services purchased on the Order Form.

1.2. Radiology Simplified E-Book. 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.

1.3. 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.

1.4. 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 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, 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.

1.5. 20 and 80-hour NRC-mandated Education Service. 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.

1.6. Orbit Alumni Network. Access to the Orbit Alumni Dashboard is provided free of charge for residency programs that have 10 or more residency alumni as active accounts in Orbit. Trial accounts are not included in this count. Residency alumni are board-certified physicians that previously attended the residency program and explicitly name the program as their residency program in their Orbit profile. An individual board-certified physician is limited to designating one residency program for the purpose of the Orbit Alumni Network. This free service: (a) is provided as-is, (b) may be subject to periods of downtime for technology development and maintenance activities, (c) is provided subject to the Orbit terms located at https://orbitcme.com/terms.html. This service may also be discontinued at any time.

1.7. Additional Service Terms. If any additional terms apply to Services purchased from Transcend, such terms will be attached to these Terms as an addendum, schedule, or similar document.

2. FEES

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

2.2. Fees Non-Refundable. Fees paid by you are non-refundable except where required by law. 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. Tax. Fees specified in the Order Form are exclusive of taxes. You are responsible for all applicable taxes, and Transcend will charge tax when required by law to do so.

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.

4. INTELLECTUAL PROPERTY

4.1. Ownership. As between the you and Transcend, Transcend retains ownership of the Services and all related intellectual property rights (including all content made available by Transcend as part of the Services (“Transcend Content”), whether live lecture, video, text, 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. LIABILITY

5.1. 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 OR RELIABILITY OF THE SERVICES.

5.2. 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 AND 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.

5.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF TRANSCEND, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS WILL NOT EXCEED THE LESSER OF: (A) THE AMOUNTS PAID BY YOU FOR THE SERVICES AT ISSUE DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILTY, AND (B) $1,000.00

6. GENERAL

You may not assign these Terms without Transcend’s prior written consent, which may be withheld in its sole discretion. Transcend may assign these Terms at any time without notice to you. These Terms (including the Order Form) constitute the entire agreement between you and Transcend, and they supersede any other prior or contemporaneous agreements, written or oral, concerning its subject matter. The relationship between you and Transcend is that of independent contractors, and not legal partners, employees, or agents of each other. Transcend’s failure or delay to enforce a provision under these Terms is not a waiver of our right to do so later. If any provision of these Terms is determined by a court of competent jurisdiction to be unenforceable, that provision will be severed and the remainder of the terms will remain in full effect. These Terms are governed by the laws of the State of California without regard to its conflict of laws provisions. Except if applicable law requires otherwise, each party submits to the exclusive jurisdiction of the state courts located in Santa Clara County, California, and the federal courts located in the Northern District of California with respect to the subject matter of these Terms.