Terms of Use and Legal Restrictions

TERMS AND CONDITIONS OF USE

Salix Pharmaceuticals, Inc. ("Salix," "we," "us") may operate websites, mobile applications, and online services for your personal information and education. These terms and conditions ("Terms and Conditions" or "Terms") are a legal contract between you and Salix, and govern your access to and use of any websites, mobile applications, and online services that link to these Terms, including any Content that appears on those websites, mobile applications, and online services (collectively, the "Services"). Please read them carefully. Through your access to and use of the Services, you accept, without limitation or qualification, these Terms. Do not use the Services if you do not accept these Terms.

The Services are designed to comply with laws and regulations of the United States (the "U.S."). Although accessible by others, the Services are intended for access and use by U.S. residents only. Salix makes no representation that the Services are appropriate for use in any other jurisdiction. If you choose to access the Services from other locations, you do so on your own initiative and are responsible for compliance with applicable local laws and regulations.

I. Salix Does Not Provide Medical Advice

We are not engaged in rendering medical or similar professional services or advice via the Services, and the information provided is not a substitute for the professional judgment of a health care professional in diagnosing and treating patients. You should consult a physician or other medical professional for advice regarding any medical condition or treatment thereof. The Services and any information or content provided therein are for informational and educational purposes only. Your reliance upon any content or information provided through the Services is solely at your own risk. You should not construe Salix's publication of any such content as an endorsement by Salix of the views expressed in it, or any warranty or guarantee of any strategy, recommendation, treatment, action, or application of medication or preparation made by the author of the content.

II. Subsequent Amendments to These Terms

Salix reserves the right to change or modify these Terms at any time in its sole discretion without further notice. Such changes, revisions, or modifications shall be effective immediately upon being posted in relation to the Services. Continuing to use the Services after we post changes to the Terms constitutes your acceptance of those changes.

III. Restrictions on Use

You may not access or use, or attempt to access or use, the Services to take any action that could harm us or any third party, interfere with the operation of the Services, or use the Services in a manner that violates any laws. Without limiting the foregoing, you agree not to:

• Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity or the origin of any information you provide;
• Use any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activity conducted on the Service or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;
• Circumvent, reverse engineer, decipher, decompile, disassemble, decrypt, or otherwise alter or interfere with (or attempt, encourage, or support anyone else's attempt to engage in such activities) any of the software comprising or in any way making up a part of the Services. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited;
• Engage in unauthorized spidering, scraping, or harvesting of content or information, or use any other unauthorized automated means to compile information;
• Obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the Services;
• Take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;
• Upload or otherwise transmit any communication, software, or material that contains a virus or is otherwise harmful to our users' computers or systems; or
• Engage in any other conduct that restricts or inhibits any person from using or enjoying the Services, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type.

Violations of system or network security and certain other conduct may result in civil or criminal liability. We may investigate and work with law enforcement authorities to prosecute users who violate the Terms. We may suspend or terminate your access to the Services for any or no reason at any time without notice.

IV. Eligibility & Registration

You may be asked to register for certain activities in connection with the Services by creating a user profile. This registration may allow you to, among other things, apply for Salix positions through our online portal. When you register, you agree to provide accurate, current and complete information about yourself as requested or directed on the Services and to promptly update this information to maintain its accuracy. Salix has the right to suspend or terminate any account or other registration and to refuse any and all current or future use of the Services if it suspects that such information is inaccurate or incomplete. You are responsible for maintaining the confidentiality of any password and username that you are given or select in connection with the Services, and you are responsible for all activities that occur under your password or account.

V. Intellectual Property

All content, information, materials, text, images, audio, video, computer code and software appearing on the Services (collectively, the "Content") is the property of Salix or third parties. No title or ownership rights are transferred to you under these Terms, and nothing herein shall be construed as a license to you under any Salix patent, trademark, copyright, or trade secret. You may access, use and display the Services without modification or alteration in any way, and only so long as you comply with these Terms. You may access, use and display the Services on a single computer or device and download and print copies of the Content only for non-commercial, informational, personal use, unless you are a licensed health care provider (such as a physician, health care facility, or pharmacy), a health insurance provider, or a representative of a licensed health care provider or health insurance provider. Such entities and individuals may use Content in connection with their professional duties, such as treating individual patients, determining whether to prescribe a product, or arranging for payment or reimbursement.

• Copyright. The Content is protected under the copyright laws of the United States and other countries. All copyrights in the Services are owned by Salix or its third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws. Unless expressly permitted in writing, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit, or in any way exploit any part of the Content except that you may make use of the Content for educational and non-commercial purposes only, provided that you maintain all copyright and other notices posted along with the Content. To obtain written consent to use a copyrighted work, please contact legal@salix.com. Copying or downloading these materials for anything other than your personal use is a violation of these Terms of Use and may be a violation of copyright laws. Notwithstanding the foregoing, licensed health care providers (such as physicians, health care facilities, and pharmacies), health insurance providers, and representatives of licensed health care providers and health insurance providers also may use Content in connection with their professional duties, such as treating individual patients, determining whether to prescribe a product, or arranging for payment or reimbursement.
• Trade and Service Marks. All rights in product names, the Salix name, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of Salix products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Salix or its licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Services confers on you any license or right under any patent or trademark of Salix, its affiliates, or any third party. To obtain written permission to use the trade and service mark rights of Salix, please contact legal@salix.com.

Disclaimer of Warranties

Your use of the Services is at your own risk. The Services, including text, graphics, links, or other items, are provided "as is." We make no representations or warranties about the operation of the Services or the information, materials, goods, or services appearing or offered on the Services. Without limiting the generality of the foregoing, we disclaim all warranties, express, statutory, or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, non-infringement of any third party intellectual property or proprietary rights, freedom from computer virus, and any warranties relating to the accuracy, reliability, correctness, or completeness of the information made available on the Services. Further, we make no warranty that the Services will meet your needs or requirements or the needs or requirements of another person. Salix does not warrant that the Services, Content, functions, or materials contained therein will be timely, secure, accurate, complete, up-to-date, free of viruses or errors, or uninterrupted.

If applicable law does not allow the exclusion of some or all of the above implied warranties, those exclusions will apply to you to the fullest extent permitted by applicable law.

VI. Links to other Sites

The Services may link you to other websites on the Internet that are operated and maintained by third parties and that are not under the control or responsibility of Salix. Such links do not constitute an endorsement by Salix of those other websites, the content displayed therein, or the persons or entities associated therewith. While Salix attempts to provide links only to third-party websites that comply with all applicable laws and regulations and Salix's standards, the content on these third-party websites is subject to change without notice to Salix. These Terms do not apply to this third-party content. We encourage you to review the privacy policies and terms of use of these third-party websites or services.

VII. Limitation of Liability

In no event will Salix, its affiliates, or any party involved in creating, producing, or delivering the Services be liable for any direct, indirect, special, incidental, consequential or punitive damages, lost profits, or other damages or losses whatsoever arising out of your access, use, misuse, or inability to use the Services, Content, or any sites linked from the Services, however caused, whether in contract, tort, negligence, strict liability or otherwise, even if Salix has been advised of the possibility of such damages or losses, or in connection with, any interruption in availability of the Services, failure of performance, error, omission, interruption, defect, delay in operation or transmission, computer virus, or line or system failure.

Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Salix's liability in such jurisdictions shall be limited to the extent permitted by law. If you are dissatisfied with the Services, your sole remedy is to stop using the Services.

VIII. Privacy Policy

By using the Services, you acknowledge that you have reviewed, understand, and accept the terms of our Privacy Policy.

IX. Indemnification

You agree to indemnify, defend, and hold harmless Salix, its subsidiaries, affiliates, successors, parent companies, directors, officers, employees, contractors, service providers, agents and the assigns of same from and against any demands, claims, damages, liabilities, judgments, losses, costs, expenses and harms, including reasonable attorneys' fees, related to or associated with your use of the Services, online conduct, any violation of these Terms, or dealings or transactions with other persons resulting from use of the Services.

X. Separate Terms and Conditions

In connection with your use of the Services, you may be asked to consent to policies or terms and conditions in addition to these Terms. Please read these supplemental policies and terms carefully before making any use of such portions of the Services. Any supplemental terms will not vary or replace these Terms regarding any use of the Services, unless otherwise expressly stated.

XI. Termination

Salix may terminate this agreement for any reason at any time. Salix reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Services, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. Salix also reserves the right to seek all remedies available at law and in equity for violations of these Terms of Use.

XII. Integration & Severability

These Terms constitute the entire agreement between Salix and you, superseding any prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us. In the event any provision of these terms is held unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.

XIII. No Waiver

Our failure to enforce any provisions of the Terms or respond to a breach by you or other parties shall not in any way waive our right to enforce subsequently any terms or conditions of the Terms or to act with respect to similar breaches.

XIV. Location, Governing Law and Arbitration

Your access to and use of this website under these Terms and Conditions are governed by and will be construed in accordance with the law of the State of North Carolina without regard to principles of conflicts of laws. By using the Services, you waive any claims that may arise under the laws of other countries or territories.

With respect to any and all disputes arising out of or in connection with the Services, these Terms, or the Privacy Policy, Salix and you agree to negotiate in good faith and undertake reasonable efforts to cooperate with one another in order to achieve a mutually satisfactory resolution. If you and Salix do not resolve any dispute by informal negotiation, any other effort to resolve the dispute will be conducted exclusively by binding arbitration as described in this section. You are giving up the right to litigate (or participate in as a party or class member) all disputes in court before a judge or jury. Instead, all disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the Federal Arbitration Act. Any court with jurisdiction over the parties may enforce the arbitrator's award.

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Salix will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

Salix and you agree that all disputes arising under these Terms that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration in accordance with the commercial rules of arbitration of the American Arbitration Association in Wake County, North Carolina. The arbitrator's award shall be binding and may be entered as a judgment in a court of competent jurisdiction. You agree that Salix may seek any interim or preliminary relief from a court of competent jurisdiction in Wake County, North Carolina, necessary to protect its rights or property pending the completion of arbitration.

To the extent permitted by law, any claim or dispute under this agreement must be filed within one year in an arbitration proceeding. The one-year period begins when the claim or notice of dispute first could be filed. If a claim or dispute isn't filed within one year, it's permanently barred.

If any other provision of this section is found to be illegal or unenforceable, that provision will be severed, with the remainder of this section remaining in full force and effect.

XV. Contact Us

If you have any questions about these Terms of Use, please send us an email at legal@salix.com.

Copyright © 2002-2014 Salix Pharmaceuticals, Inc. All Rights Reserved.

Effective Date: July 2, 2014