Affiliate Program Agreement

Biomerica, Inc. ("Biomerica") is pleased to present in this Agreement the complete terms and conditions that apply to an individual's or entity's participation in the EZDetect.com Affiliate Program. As used in this Agreement, "we" means Biomerica, "you" or "Affiliate" means the applicant who has been accepted into the Program. "Merchandise" means EZ Detect™ Fecal Occult Blood Test offered for sale on the EZDetect.com web site. "site" means a World Wide Web site and, depending on the context, refers either to the EZDetect.com site or to the Affiliate site linked to the EZDetect.com site.

1. Enrollment: To begin the enrollment process, submit a complete Program application via our site. Biomerica will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. Biomerica may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Affiliate Program for any reason, including, but not limited to, inclusion of content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable. Biomerica intends to limit the number of enrollees primarily to those sites with useful health content or relevant tie-in to colon cancer prevention and early detection and relevant demographical usership (i.e. online population age 40 and above).

You can reapply if you are rejected.

2. The Program: Biomerica shall make its Merchandise and services available to customers who enter EZDetect.com from an Affiliate's site through a "Tracked Link" to the EZDetect.com site. Biomerica will assign to the Affiliate a "Session-defined Tracking Code" that identifies a customer as one that originated from the Affiliate's website. Using the Session-defined Tracking Code, Biomerica will use reasonable commercial best efforts to track sales, for a continuous period of time of no more than 2 hours, from that customer and assign credit for those sales to the Affiliate. The Affiliate will be paid a Commission Fee of 30% of the Merchandise purchased as a direct result of the Tracked Link between the Affiliate's site and EZDetect.com during the client session. You agree to promote EZDetect.com, our Merchandise and services through means such as hypertext link, banner advertising, special promotions, logo and product placements, and/or any other combination of text and graphics intended to increase awareness about EZDetect.com and to stimulate Merchandise sales.

3. Promotion: Both Parties generally agree to promote their relationship online and in public relations activities in good faith and when appropriate. Any such activities, other than a listing on the Affiliate Partner page, require the prior written consent of Biomerica. Biomerica may choose to list your site's name and Mark as an Affiliate Partner in its EZDetect.com Affiliate Partner page on its site. To contact Biomerica regarding promotions, email affiliates@ EZDetect.com or write to:

4. Commission Fee Payment: Biomerica will pay Commission Fees to the Affiliate at a rate of 30% of the Merchandise Value of Merchandise purchased subject to the Minimum Payment clause below. The Merchandise Value is defined as cash collections less taxes, service charges, shipping and handling charges, discounts, gift certificates, credits, credit card processing fees and chargebacks. Biomerica shall pay Commission Fees to the Affiliate within 45 days after the end of each calendar quarter. The Affiliate is only eligible to earn Commission Fees during the Term of the Agreement. Fees earned through Termination will remain payable only if the related Merchandise orders are not cancelled or returned. Biomerica reserves the right to withhold final payment for a reasonable period to time to ensure that the correct amount is paid.

5. Minimum Payment: If during any calendar quarter, Commission Fees do not exceed ninety dollars ($90.00), then the Commission Fees earned during that calendar quarter will be accrued ("Accrued Commission Fees") and added to the Commission Fees earned in subsequent calendar quarters. Payment will be made in the first calendar quarter in which the sum of Commission Fees earned and any Accrued Commission Fees is greater than ninety dollars ($90.00).

6. Fulfillment: Biomerica will use reasonable commercial best efforts to fulfill all paid orders for products in accordance with its customary business practices. Biomerica shall be solely responsible for (a) fulfilling all orders; and, (b) calculating, collecting, and paying all appropriate taxes associated with payment processing. Biomerica merchandise offered through the Affiliate Program will be supported by the same favorable warranty and return policy for such products as offered through other Biomerica channels.

7. Policies and Pricing: Customers who buy Merchandise through the Affiliate Program will be deemed to be customers of Biomerica. Accordingly, all of the rules, policies, and operating procedures concerning customer orders, customer service, and Merchandise sales will apply to those customers. Biomerica may change its policies and operating procedures at any time. For example, Biomerica will determine the prices to be charged for Merchandise sold under the Affiliate Program in accordance with our own pricing policies. Merchandise prices and availability may vary from time to time. Because price changes may affect merchandise that you already have listed on your site, you may not include price information in your merchandise descriptions without prior written approval from Biomerica. Biomerica will use commercially reasonable efforts to present accurate information.

8. Affiliates Responsibilities: You are solely responsible for ensuring that reviews, descriptions, and articles on your site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. Biomerica will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.

9. Biomerica's Responsibilities: Biomerica will use reasonable commercial best efforts to provide all information necessary to allow you to make appropriate Tracked Links from your site to our site. Biomerica will use reasonable commercial best efforts to process orders placed by a customer following a Tracked Link from your site, for tracking the volume and amount of sales generated by your site, and for providing sales statistics. Biomerica will use reasonable commercial best efforts to process payments and other related customer service.

10. Term of the Agreement: The Term of this Agreement will begin upon our acceptance of your Affiliate Program application (the "Effective Date") and shall, unless sooner terminated as provided herein, remain effective for an initial term of one (1) year (the "Initial Term") from the Effective Date. After the Initial Term, this Agreement will automatically renew for successive one-year periods ("Extension Terms"), unless either Party gives written notice to the other Party of its intent not to renew at least thirty (30) days prior to the end of the then current term.

11. Termination: You may request to terminate this Agreement at any time upon request. Your request should be sent by first class mail (to the address noted below) or email to affiliates@EZDetect.com. Biomerica reserves the right to terminate the Agreement if it believes there is a breach of the Agreement that cannot be resolved through friendly communications with you. Biomerica will first attempt to resolve any issues in a friendly and cooperative manner. If, in its sole discretion, it believes the issue has not been resolved, it may request to terminate the Agreement with you citing a breach of this Agreement. Biomerica's termination request may be made either by certified mail and/or e-mail and will specify the nature of the alleged breach. Unless such breach has been cured within such 30 day period; which 30 day period begins to run from the date notice is confirmed to be received, then such termination will be effective on the 31st day. Your termination request and other communications with Biomerica shall be emailed to affiliates@EZDetect.com or addressed to:

12. Intellectual Property: All intellectual or proprietary property and information, supplied or developed by either party shall be and remain the sole and exclusive property of the party who supplied or developed same. Upon termination of this Agreement, each Party shall return to the other any and all such property and information it received from the other Party to this Agreement.

13. Licenses: Each Party grants to the other Party during the term of this Agreement, a royalty-free, non-exclusive license to establish the hyperlink(s) between the Parties' sites and to use, reproduce, and display each other's tradenames, trademarks, service marks, products, and logos (collectively, the "Marks") for the purpose of indicating the location of the Tracked Links and in connection with the marketing and promotion of the Tracked Links and the products of Biomerica. No right, property, license, or interest in any Marks owned by either Party or any of its Affiliates is intended to be given to or acquired by the other party by the execution of or the performance of this Agreement. However, with the exception of using the Marks for the purpose of indicating the location of the Tracked Links, the use of any such Marks requires the prior written approval of the Party owning same.

14. Legal Compliance: Both Parties shall operate their respective sites and services in compliance with all applicable laws and regulations, and each will be solely responsible for obtaining all required governmental authorizations necessary for the full performance of its services as provided for under this Agreement. Each Party hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder, (b) it has obtained all permits, licenses, and other governmental authorizations and approvals required for its performance under this Agreement; and (c) the services to be rendered by each party under this Agreement neither infringes nor violates any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

15. Confidentiality: Affiliate and Biomerica shall maintain in confidence the terms of this Agreement. The Parties may disclose to one another certain information ("Information"), as defined herein; which is considered by the disclosing party to be proprietary or confidential information. "Information" is defined as written, graphic or electromagnetic forms, models or samples, which the disclosing party desires to protect against unrestricted disclosure or use, including without limitation, business information, financial data and marketing data and which is designated as proprietary or confidential. All such information shall remain the sole property of the disclosing party, and its confidentiality shall be maintained and protected by the receiving party with the same degree of care as the receiving party uses for its own confidential and proprietary information and the receiving party shall not disclose such information to any third party.

16. Liability: NEITHER PARTY SHALL HAVE ANY LIABILITY HEREUNDER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT OR BUSINESS OPPORTUNITIES, WHETHER OR NOT THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGE MIGHT BE INCURRED.

17. Limitation of Liability: Biomerica will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if Biomerica has been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total Commission Fees paid or payable to you under this Agreement.

18. Indemnification: Both Parties agree to indemnify, defend and hold harmless the other Party and its parent, subsidiaries, Affiliates, successors and assigns from any and all losses, liabilities, damages, actions, claims, expenses, and costs including, without limitation, reasonable attorneys' fees, which result or arise from the negligence or breach of this Agreement by the indemnifying Party.

19. Disclaimers: Biomerica makes no express or implied warranties or representations with respect to the Affiliate Program or any merchandise sold through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, Biomerica makes no representation that the operation of our site will be uninterrupted or error free, and Biomerica will not be liable for the consequences of any interruptions or errors.

20. Representations and Warranties: You hereby represent and warrant to us as follows:

21. Independent Parties: Nothing contained herein shall imply any partnership, joint venture or agency relationship between the Parties and neither Party shall have the power to obligate or bind the other in any manner whatsoever, except to the extent herein provided.

22. Binding Effect: Benefit: This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the Parties hereto or their respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

23. Modification: Biomerica may modify any of the terms and conditions contained in this Agreement, at any time in our sole discretion. You will be notified by email and a change notice will be posted on our site. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, payment procedures, Term and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

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

25. Dispute Resolution: Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, or regarding a breach thereof, shall be referred to, and settled by, arbitration under and in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce then in effect, which Rules are deemed to be incorporated by reference into this clause.

26. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and wholly performed therein, and any action based on or alleging a breach hereof must be brought in the state or federal courts of the County of Orange, California.

27. Independent Investigation: YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT BIOMERICA MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE siteS THAT ARE SIMILAR TO OR COMPETE WITH YOUR site. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE NETWORK AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.