PBC LIVING Application Terms of Use

Last Modified: December 2015

Acceptance of the Terms of Use

Welcome to the Intercept PBC Living® Mobile Application (the “Application”). This Application is offered by and operated on behalf of Intercept Pharmaceuticals, Inc. (“Intercept,” the “Company,” or “We”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of the Application, including any content, functionality, and services offered on or through the Application.

Please read the Terms of Use carefully before you start to use the Application. These Terms of Use were last modified as of the date set forth above and may have changed since your last visit to the Application. By using the Application, you accept and agree to be bound to and abide by these Terms of Use and our Privacy Policy, which is incorporated into these Terms of Use. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Application.

This Application is offered and available to users who are 13 years of age or older. By using this Application, you represent and warrant that you are at least 13 years old. If you are not, you must not access or use the Application.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Application thereafter. However, any changes to the dispute resolution provisions set forth in “Governing Law and Jurisdiction” below will not apply to any disputes for which the parties have actual notice on or prior to the date the change is posted on the Application.

Your continued use of the Application following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page regularly, so you are aware of any changes, as they are binding on you.

Accessing the Application and Account Security

We reserve the right to cease operation of or modify this Application and any function, service or material we provide on or through the Application in our sole discretion and without notice. We will not be liable if for any reason all or any part of the Application is unavailable at any time or for any period. From time to time, we may restrict user access to some parts of the Application, or the entire Application.

You are responsible for:

You may be offered the opportunity to provide certain information through the Application. It is a condition of your use of the Application that all the information you provide on the Application is correct, current, and complete. You agree that all information you provide to this Application or otherwise, including without limitation, through the use of any interactive features on the Application, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

Intellectual Property Rights

The Application and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its affiliates, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

These Terms of Use permit you to use the Application for your personal, noncommercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Application, except as follows:

You must not:

You must not access or use for any commercial purposes any part of the Application or any services or materials available through the Application.

No right, title or interest in or to the Application or any content on the Application is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Application not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Trademarks

The Company name and Company logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All registered and unregistered trademarks, including other names, logos, product and service names, designs, and slogans on this Application are the trademarks of their respective owners.

Prohibited Uses

You may use the Application only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Application:

Additionally, you agree not to:

Reliance on Information Posted

The information presented on or through the Application is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Application, or by anyone who may be informed of any of its contents

This Application may include content provided by third parties. All statements expressed in these materials and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible or liable to you or any third party for the content or accuracy of any materials provided by any third parties.

The information and advice published or made available through this Application is for informational purposes only, is not a substitute for professional medical advice or services, and does not constitute or establish a physician-patient relationship. You should not use the information on this Application for diagnosing or treating a medical or health condition. Any action on your part in response to the information provided in this Application is at your discretion.

Changes to the Application

We may update the content on this Application from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Application may be out of date at any given time, and we are under no obligation to update such material.

Information About You and Your Visits to the Application

All information we collect on this Application is subject to our Privacy Policy. By using the Application, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Links From the Application

The Application may enable links to websites and resources provided by third parties. These links are provided for your convenience only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party Applications linked to this Application, you do so entirely at your own risk and subject to the terms and conditions of use for, and the policies (including privacy policies) of, such Applications.

Geographic Restrictions

The Application is only intended for residents of the United States. We make no claims that the Application or any of its content is accessible or appropriate in any particular country or jurisdiction. Access to the Application may not be legal by certain persons or in certain countries. If you access the Application from outside of its country or countries of operation, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

YOU UNDERSTAND THAT WE CANNOT AND DO NOT GUARANTEE OR WARRANT THAT FILES OR OTHER DATA AVAILABLE FOR ACCESS OR DOWNLOADING FROM THE INTERNET OR THE APPLICATION WILL BE FREE OF VIRUSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND MECHANISMS TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR ANTI-VIRUS PROTECTION AND ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO OUR SITE FOR ANY RECONSTRUCTION OF ANY LOST DATA. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY APPLICATION LINKED TO IT.

YOUR USE OF THE APPLICATION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION IS AT YOUR OWN RISK. THE APPLICATION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE APPLICATION. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE APPLICATION, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MANAGERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE APPLICATION, ANY APPLICATIONS LINKED TO IT, ANY CONTENT ON THE APPLICATION OR SUCH OTHER APPLICATIONS, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION OR SUCH OTHER APPLICATIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors, and service providers, and its and their respective officers, directors, managers, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Use or your use of the Application, including, but not limited to, any use of the Application’s content, services, and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Application.

Governing Law and Jurisdiction

All matters relating to the Application and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located within the Southern District of New York, and you consent to the exercise of personal jurisdiction by and exclusive venue in, such courts, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country.

Waiver and Severability

No waiver by the Company of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and the Company with respect to the Application and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Application.