SNX.com AFFILIATE AGREEMENT

This agreement contains the complete terms and conditions that apply to your participation in the SNX.com Affiliate Program (the "Program"). As used in this agreement, "site" means a World Wide Web site and, depending on the context, refers either to the SNX.com site or to the site that you will link to our site (your website).

Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via our site. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program, or that you have not otherwise met the criteria for affiliate status.

Unsuitable sites include, but are not limited to, those that are in any way unlawful, harmful, discriminatory, threatening, defamatory, obscene or violate intellectual property rights.

If we reject your application, you are welcome to reapply to the Program at any time.

Links on Your Site

You will provide a link on your site to the SNX.com home page in a format to be approved by SNX. Once your application is accepted you will receive instructions on setting up your affiliate link. We will provide you with guidelines and grapchical artwork to be used in linking to our storefront home page.

Order Processing

We will process product orders placed by customers who follow special links from your site to SNX.com. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations and returns, and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site. You will be able to login with your affiliate ID and password to review your affiliate stats and account balance. The data in any reports we provide you will be SNX's confidential information. To permit accurate tracking, reporting and fee accrual, you must ensure that the special links between your site and our site are properly formatted and maintained.

Referral Fees

We will pay you referral fees on all product sales to third parties. For a product sale to generate a referral fee, the customer must follow a special link (in the format specified by SNX.com) from your site to SNX.com; before leaving the SNX website, purchase the product using our ordering system; accept delivery of the product at the shipping destination; and remit full payment to us. We will not, however, pay referral fees on any products that are added to a customer's shopping cart after the customer has reentered the site (other than through a special link from your site), even if the customer previously followed a link from your site to our site. The Program is intended for commercial use only, and you may not purchase products through the Program for your own use, give as gifts, or to sell to others. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this agreement and your participation in the Program. Products that are entitled to earn referral fees under the rules set forth above are hereinafter referred to as "Qualifying Products".

Fee Schedule

You will earn referral fees based on the sale price of Qualifying Products (as defined above), according to fee schedules to be established by us. The current fee schedule is ten (10%) of the aggregate amount actually paid to us by users of your site who purchase Products utilizing the special link between our site and your site as set forth above, excluding amounts collected by us for sales taxes, duties, shipping, handling, cancels, returns and similar charges, amounts due to credit card fraud and bad debt and credits for returned goods ("Net Sales").

Fee Payment

We will pay you referral fees on a quarterly basis. Approximately thirty (30) days following the end of each calendar quarter, we will send you a check for the referral fees earned on products that were shipped during that quarter, less any taxes that we are required by law to withhold. However, if the fees payable to you for any calendar quarter are less than $50, we will hold those fees until the total amount due is at least $50 or (if earlier) until this agreement is terminated. If a Qualifying Product that generated a referral fee is returned by the purchaser, or if there is any type of refund for such Qualifying Product, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will bill you for the fee, which you should pay within thirty (30) days of receipt.

Policies and Pricing

Customers who buy products through this Program will be deemed to be customers of SNX.com. Accordingly, all SNX.com rules, policies and operating procedures concerning customer orders, customer service and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. Because prices may change from time to time, you may not include price information in any reference to SNX.com or it's products.

Responsibility for Your Site

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• the technical operation of your site and all related equipment;

• creating and posting product descriptions on your site and linking those descriptions to our catalog;

• the accuracy and appropriateness of materials posted on your site (including, among other things, all product-related materials);

• ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights); ensuring that materials posted on your site are not defamatory or otherwise illegal;
  
  
• ensuring that you link to SNX.com in the format and manner specified by us.

We disclaim all liability for these matters. Further, you will indemnify, defend and hold us harmless from all claims, actions, damages, loss, liability, costs and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance and content of your site.

Terms of the Agreement

The terms of this agreement will begin upon your completion of the Program application, and will end when terminated by either party. Either you or we may terminate this agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn referral fees on sales of Qualifying Products occurring during the term of this agreement, and fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Modification

We may modify any of the terms and conditions contained in this agreement at any time and in our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

Relationship of Parties

You and we are independent contractors and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph or otherwise violate the terms of this agreement.

Limitation of Liability

We will not be liable for indirect, special, incidental or consequential damages (or any loss of revenue, profits or data) arising in connection with this agreement, the Program or your participation in it, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the Program will not exceed the total referral fees paid to you under this agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement or any implied warranties arising out of a course of performance, dealing or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors, or that our operation of this website will continue for any period of time.

Publicity

Other than the display of the SNX.com banner or icon, which you have obtained from us, you shall not create, publish, distribute or permit any written material that makes reference to us without first submitting such material to us and receiving our written consent.

Licenses and Use of the SNX.com Logos and SNX.com Trademarks

1. WE GRANT YOU A NONEXCLUSIVE, NONTRANSFERABLE, REVOCABLE RIGHT TO:
   • ACCESS OUR SITE THROUGH THE LINKS SOLELY DESCRIBED HEREIN IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT; AND

   • SOLELY IN CONNECTION WITH SUCH LINKS, TO USE OUR LOGOS, TRADE NAMES, TRADEMARKS AND SIMILAR IDENTIFYING MATERIAL RELATING TO US (COLLECTIVELY, THE "LICENSED MATERIALS"), FOR THE SOLE PURPOSE OF REFERRING CUSTOMERS FROM YOUR SITE TO THE SNX SITE AS PROVIDED BY US FOR PURCHASING PRODUCTS ON THE SNX SITE. YOU MAY NOT ALTER, MODIFY OR CHANGE THE LICENSED MATERIALS IN ANY WAY. YOU ARE ONLY ENTITLED TO USE THE LICENSED MATERIALS TO THE EXTENT THAT YOU ARE A MEMBER IN GOOD STANDING OF THE PROGRAM.

2. You shall not make any specific use of any Licensed Materials for purposes other than selling Products from SNX.com without first submitting a sample of such to us and obtaining our prior written consent. You agree not to use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We may revoke your license at any time by giving you written notice. Any additional goodwill arising out of your use of the Licensed Materials will inure solely to our benefit.

3. You grant to us a nonexclusive license to utilize your names, titles and logos, as the same may be amended from time to time, to advertise, market, promote and publicize in any manner our rights hereunder, provided, however, that we shall not be required to so advertise, market, promote or publicize. This license shall terminate upon the effective date of the expiration or termination of this agreement.

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

Miscellaneous

This agreement is the complete and entire statement of our agreement and supercedes all prior statements and agreements, written or oral. Any information about SNX that we provide you or you learn is confidential information and shall not be used for any purpose, or disclosed to any third party. Information in the public domain (other than through your fault) or which is rightfully obtained from a third party with out an obligation of confidentiality is not to be considered confidential information. This agreement will be governed by the laws of the United States and the State of New York, without reference to rules governing choice of laws. Any action relating to this agreement must be brought in the federal or state courts located in the County, State of New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, 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. Our failure to enforce your strict performance of any provision of this agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this agreement.