Terms of Use and Privacy Statement

Affiliate
Agreement

This Agreement contains the complete
terms and conditions that apply to your participation as an Affiliate of the Bioray
Affiliate Marketing Program, and the establishment of hypertext links from your
Website to href for the purpose of you earning
Referral Fees from Qualifying Purchases made by third parties who have
navigated from your website to href via said hypertext links or through
the use of your designated coupon code.

1. Definitions

As used in this Agreement, “we”, “us”,
“Bioray” or “Bioray.com”, “Bioray Kids”, “Bioray Daily”, “Bioray Baby” means Bioray
Inc., and “you”, “your” or “Affiliate” means the affiliate. “Website”
individually and collectively means your website and/or e-mail communications
and/or software applications. “Affiliate Marketing Program” means the program
managed by or on behalf of Bioray by which participating entities place links
on their Website that connect to the Bioray website; or via designated coupon
code, and for which a referral fee is earned for qualifying purchases.

The terms “Qualifying Purchase”,
“purchase”, “sale” or “Affiliate sale” used in this Agreement mean a Bioray product
purchased by users during a visit to Bioray.com following navigation to the
designated URL on Bioray.com through a hypertext link from you, or the use of
your designated coupon code under this Affiliate Marketing Program.

“Net Proceeds” will mean the gross
proceeds received by Bioray from Qualifying Purchases on Bioray, less costs and
expenses attributable to taxes, shipping and handling, fraud, bad debts, and
duties.

The terms “Referral Fee” or
“commission” used in this Agreement mean moneys duly earned by, payable to, or
previously paid to the Affiliate in regard to the aggregate Net Proceeds
received from Qualifying Purchases made at Bioray under the terms of this
Agreement and the Affiliate Marketing Program, and acknowledged as such by Bioray
at its sole discretion. “$”, “dollar” or “dollars” mean US Dollars.

2. Term Of The Agreement

The term of this Agreement (the
“Term”) will begin upon our acceptance of your application to enroll your site
in the Bioray Affiliate Marketing Program, such application signifying your
acceptance of this Agreement.

The term shall be for a period of one
(1) year from said acceptance, and shall automatically renew for successive one
(1) year terms unless either Party gives thirty (30) days notice to the other
that it intends not to renew the Agreement at the end of the current term.

3. Promotion

Bioray will make available to you, or
you will create, subject to our approval, a variety of graphic and textual
links (the “Links” collectively, or “Link” individually) in order to link to Bioray.com.
You and we will cooperate in good faith to develop and implement such Links.
Each Link will permit recipients to navigate directly to a page on the Bioray
website designated by us via a special tagged link format. You will be
responsible for integrating the Links into your site to properly enable sales
tracking, and we will not be responsible for your failure to do so, including
to the extent such failure may result in any reductions of amounts that would
otherwise be paid to you under this Agreement.

4. Forbidden Actions

This Agreement will be terminated
without notice if, in its sole discretion, Bioray determines that the Affiliate
has breached any or all of the following explicitly prohibited actions. THE
AFFILIATE WILL FORFEIT ANY ACCUMULATED EARNINGS IF THE AGREEMENT IS TERMINATED
UNDER THIS PROVISION.

Click Fraud:

Affiliate shall not, either directly
or indirectly, act, encourage or require users to click on links to Bioray
and/or generate clicks or orders through any means that could be reasonably interpreted
as coercive, incentivized, misleading, malicious, or otherwise fraudulent.

Inappropriate Content:

No Link will be placed on any page or
screen that contains content that: incites, encourages, advocates or promotes
discrimination based on race, sex, religion, nationality, disability, sexual orientation,
or age; incites, encourages, advocates or promotes illegal activities
including, but not limited to, violence against persons or property, terrorism,
armed insurrection, piracy or treason; incites, encourages, advocates or
promotes the sexual abuse or exploitation of children and minors; violates the

intellectual property rights of third
parties; or contains or promotes deceptive information.

Own Purchases:

Affiliate shall not use their own
affiliate link in order to receive commissions on their own purchases.

5. Referral Fees

Bioray will pay you a Referral Fee
equal to 25% of the aggregate Net Proceeds received from Qualifying Purchases
made at Bioray through the use of affiliate links, or 15% if a referral coupon
code is used (the 10% difference is considered savings passed on to third party
customer).

Referral Fees will also be payable on
subsequent subscription renewals made to customers during the Term of the
agreement who previously made a Qualifying Purchase through a hypertext link
from you under this Affiliate Marketing Program.

Bioray shall track users who access Bioray.com
from the Affiliate's website via an affiliate link with a cookie containing the
Affiliate’s identification, and that expires in thirty 30 days following said
visit. The cookie containing the Affiliate identification will be replaced with
the cookie of another affiliate if the user subsequently accesses Bioray.com
from the link of another affiliate. A Qualifying Purchase made prior to the
expiration of the cookie will be attributed to the Affiliate link provider
whose Affiliate identification is recorded in the cookie associated with that
website user.

You are only eligible to earn a
Referral Fee on sales occurring during the Term, and commissions earned through
the date of termination will remain payable only if the product orders are not
canceled.

6. Reporting

Payments hereunder will be in
accordance with reports made available on the Bioray website of Qualifying
Purchase for which Referral Fees are payable.

7. Payments

Referral fees will be paid within 30
days after the close of each quarter; or may be withdrawn by Affiliate through
Affiliate portal when possible.

No payment will be made to Affiliate
for sales that result in refunds or returns and, at its own discretion, Bioray
may elect to withhold payment for a reasonable time to ensure against
cancellations or refunds.

Payments shall be made in US Dollars via:

·        
the
PayPal account as nominated by the Affiliate in the name of the party and
address provided by Affiliate. (Affiliate shall be responsible for all taxes
associated with the receipt of any payments)

·        
physical
check to Affiliate address on file. (Affiliate shall be responsible for keeping
this information current)

8. Representations and Warranties; Limitation
of Liability

Each of us hereby represents and
warrants that:

· it has full power and authority to
enter into this Agreement and to perform its obligations

hereunder;

· it has obtained all permits,
licenses, and other governmental authorizations and approvals required for its
performance under this Agreement;

· the services to be rendered by each
of us under this Agreement neither infringe nor violate any patent, copyright,
trade secret, trademark, or other proprietary right of any third party.

Bioray will remain solely responsible
for the operation of the Bioray website, and you will remain solely responsible
for the operation of your site. Each party acknowledges that their respective
sites may be subject to temporary downtime due to causes beyond their
reasonable control subject to the specific terms of this Agreement, retains
sole right and control over the programming, content and conduct of
transactions over its respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT BIORAY MAY
GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER
PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT. NEITHER BIORAY
NOR AFFILIATE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE
OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST
DATA) ARISING OUT OF THIS AGREEMENT. BIORAY’S ENTIRE LIABILITY ARISING FROM
THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE
TO AFFILIATE HEREUNDER.

9.
Fulfillment and Policy

Bioray will be solely responsible for fulfilling
all orders for its products and payment processing, and customers who buy
products through the Affiliate Marketing Program will be deemed customers of Bioray.


To protect the privacy of Bioray’s
customers, the names of and other personally identifying information about
customers will not be provided to you. All information about customers and
users collected by Bioray shall be owned solely and exclusively by Bioray. All
rules, policies, operating procedures and information concerning customer orders
and sales will apply to those customers, including our rules of privacy and
confidentiality. We may change our policies and operating procedures at any
time, without notice.

10.
Intellectual Property Rights

Bioray hereby grants to you during the
Term a non-exclusive, non-transferable, royalty-free license to establish
hyperlinks between yours and our Web Sites and to use Bioray’s trade names,
logos, trademarks and service marks on your site solely as is reasonably
necessary to establish and promote such hyperlinks and to otherwise perform
your obligations under this Agreement; provided, however, that any other
promotional materials or usages containing any of the Bioray Marks will be
subject to Bioray’s prior written approval.

You hereby grant to Bioray during the
Term a non-exclusive, non-transferable, royalty-free license to establish
hyperlinks between yours and our Websites and to use your trade names, logos,
trademarks and service marks (the “Affiliate Marks”) solely as is reasonably
necessary to establish and promote such hyperlinks and to otherwise perform our
obligations under this Agreement; provided, however, that any other promotional
materials or usages containing any of the Affiliate Marks will be subject to
your prior written approval.

Except as set forth above, you and we
each reserve all right, title and interest in respective intellectual property
rights (e.g., patents, copyrights, trade secrets, trademarks and other
intellectual property rights).

Use of the other’s marks except as set
forth herein is strictly prohibited.

11.
Indemnification

We agree to indemnify, defend and hold
harmless you and your affiliates, directors, officers, employees and agents,
from and against any and all liability, claims, losses, damages, injuries or
expenses (including reasonable attorney’s fees) relating to the operation of
our site, a breach of our obligations under this Agreement, or the violation of
any third party intellectual property rights of editorial content or other
materials provided by us for display on your site.

You agree to indemnify, defend and
hold harmless us and our affiliates, directors, officers, employees and agents,
from and against any and all liability, claims, losses, damages, injuries or
expenses (including reasonable attorney’s fees) relating to the operation of
your site, a breach of your obligations under this Agreement, or the violation
of any third party intellectual property rights of editorial content or other
materials of your site.

12.
General Provisions

i. You and we will each monitor and
periodically test the general availability and operation of our respective
Website.

ii. You and we are entering this
Agreement as independent contractors, and nothing will be construed to create a
partnership, agency, joint venture or employment relationship between you and
us.

iii. In its performance of this
Agreement and in the operation each party’s respective Websites, you and we
each will comply with all applicable laws, regulations, orders and other
requirements, now or hereafter in effect, of governmental authorities having
jurisdiction. Without limiting the generality of the foregoing, you and we each
will pay, collect and remit such taxes as may be imposed with respect to any
compensation, royalties or transactions under this Agreement.

iv. Neither you or we will be
considered to be in breach of, or default under, this Agreement on account of
any delay or failure to perform as a result of any causes or conditions that
are beyond our respective reasonable control. If any force majeure event
occurs, the affected party will give prompt written to the other and will use
commercially reasonable efforts to minimize the impact of the event.

v. You may not assign this Agreement,
in whole or in part, without our prior written consent. Subject to that
restriction, this Agreement will be binding on, inure to the benefit of, and
enforceable against the parties and their respective successors and assigns.

vi. The failure of either you or us to
enforce any provision of this Agreement will not constitute a waiver of the
right to subsequently enforce the provision. Any remedies specified in this
Agreement are in addition to any other remedies that may be available at law or
in equity.

vii. This Agreement represents the
entire Agreement between you and us with respect to the subject matter hereof
and supersedes any other oral or written agreements regarding such subject
matter, and may be amended or modified only by a written instrument signed by a
duly authorized agent of each party.

viii. If any provision of this
Agreement will be declared by any court of competent jurisdiction to be
illegal, void or unenforceable, all other provisions of this Agreement will not
be affected and will remain in full force and effect.

13.
Termination

Termination Without Cause: Bioray may
modify or terminate this Agreement without cause. Please note that Bioray
reserves the right to change any of the terms and conditions in this Agreement,
including the payment terms described in herein, by posting a new agreement on
the Bioray website.

Termination For Cause: Bioray may
terminate this Agreement without notice if in its sole discretion it determines
that Affiliate has breached the terms and conditions of this Agreement.
AFFILIATE FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED FOR
CAUSE.

The Affiliate may terminate this
Agreement, at any time, with or without cause, by giving at least seven days
(7) days written notice of termination to Bioray.

14.
Jurisdiction

This agreement is made and entered into
in Orange County, in the State of California and the laws of said shall govern
the validity and interpretation thereof. Any controversy arising there from
shall be resolved in and by the California Superior Court in Orange County.

15.
Service Of Notices

Any notices under this agreement will
be given in writing. Notices may be given by electronic mail to accounting@Bioray.com
and will be deemed delivered and given for all purposes on the sent date, but
only if the receiving party has confirmed its receipt by return electronic
mail. Notices sent via traditional means will be sent via certified mail,
return receipt requested, to Bioray Inc, Affiliate Marketing Program, 10 Mason
Ste 150, Irvine, CA 92618.