KAREN LITZY PHYSICAL THERAPY PLLC

SHOPPING CART AGREEMENT

By agreeing to the below terms, you agree to a binding agreement between You (herein

referred to as “Customer”) and Karen Litzy Physical Therapy PLLC, and

www.healthywealthysmart.com  (herein collectively referred to as “Company” “We” or

“Us”), (each party collectively as “Parties”), in consideration of the mutual promises

made herein.

SERVICES

Company agrees to provide services of organizing the Women in PT Summit (herein

referred to as “Product”). Customer agrees to abide by all policies and procedures as

outlined in this agreement as a condition of their participation in the Product.

DISCLAIMER

The Product may include opinions, advice, statements, materials, presentations, data,

images, videos, documentation and other information (collectively, “Materials”)

expressed or otherwise shared by presenters whom the Company has invited to

participate. The Materials are for informational purposes only, and the statements, views

and opinions expressed at any presentation or in any Materials are those solely of the

presenter and not of the Company. Further, the Company does not endorse or recommend

any presenter, promoter, investment advisor, strategy, company or any views mentioned

at the Product or in the Materials. Under no circumstances, will the Company (or its

directors, officers, employees, or agents) be liable for the accuracy, quality or reliability

of any of the presentations or Materials, any defamatory, offensive, or illegal conduct of

presenters, or any direct, indirect, incidental, special or consequential damages arising

from any presentations or Materials.

The Materials do not constitute medical advice, recommendations or solicitations to

purchase or sell any service mentioned therein or at any conference. Karen Litzy is not a

doctor, registered dietician, or psychotherapist. The information obtained from the

Product will not treat or diagnose any disease, illness, or ailment and if you should

experience any such issues you should seek the advice and examination of your

registered physician or practitioner as determined by your own judgment. Karen Litzy,

the individual, and Karen Litzy Physical Therapy PLLC assume no liability for the use or

interpretation of any information obtained from the Product.

PRODUCT DESCRIPTION

Product is an in person conference approximately eight (8) hours in length to be held on

November 4, 2016 in New York City.

FEES

Total price of this Product is student rate: $149.00, Early Bird rate: $299.00, Summit

Rate: $399.00 Dollars.

METHODS OF PAYMENT

Customer must pay through PayPal.

REFUNDS

Customer is responsible for full payment of fees for the Product. Customer understands

that fees are non-refundable.

COMMUNICATION WITH COMPANY

For questions regarding the Product, please email: karen@healthywealthysmart.com as it

is the exclusive Customer email address.

CONFIDENTIALITY

The Company respects Customer’s privacy and insists that Customer respects the

Company’s. Thus, consider this a mutual non-disclosure agreement. Any Confidential

Information shared by any representative of the Company is confidential, proprietary, and

belongs solely and exclusively to the Party who discloses it. Both Parties agree not to

disclose, reveal or make use of any Confidential Information or any transactions, during

discussions, calls or otherwise.

Customer agrees not to use such confidential information in any manner other than in

discussion with the Company. Confidential Information includes, but is not limited to,

information disclosed in connection with this Agreement, and shall not include

information rightfully obtained from a third party.

Both Parties will keep Confidential Information in strictest confidence and shall use the

best efforts to safeguard the Confidential Information and to protect it against disclosure,

misuse, espionage, loss and theft.

Further, Customer agrees that if they violate or display any likelihood of violating this

section the Company will be entitled to injunctive relief to prohibit any such violations to

protect against the harm of such violations.

NON-DISCLOSURE OF COMPANY MATERIALS

Material given to Customer for use of the Product is proprietary, copyrighted and

developed specifically for Company. Customer agrees that such proprietary material is

solely for Customer’s own personal use. Any disclosure to a third party is strictly

prohibited.

NO TRANSFER OF INTELLECTUAL PROPERTY

Company's Product is copyrighted and the original materials that have been provided to

Customer are for Customer's individual use only and a single-user license. Customer is

not authorized to use any of Company’s intellectual property for Customer's business

purposes.  All intellectual property, including Company's copyrighted Product and/or

course materials, shall remain the sole property of the Company.  No license to sell or

distribute Company's materials is granted or implied.

Further, by signing below, Customer agrees that if Customer violates, or displays any

likelihood of violating, any of Customer’s agreements contained in this paragraph, the

Company will be entitled to injunctive relief to prohibit any such violations and to protect

against the harm of such violations.

INDEPENDENT CONTRACTOR STATUS

Nothing in this Agreement is to be construed as creating a partnership, venture

alliance, or any other similar relationship. Each party shall be an independent

contractor in its performance hereunder and shall retain control over its personnel and

the manner in which such personnel perform hereunder. In no event shall such

persons be deemed employees of the other party by virtue of use or performance

hereunder.

NON-SOLICITATION OF PERSONNEL

Each of the parties hereto covenants and agrees that it shall not, during the term of this

agreement and for a period of twelve (12) months after termination, directly or indirectly,

employ, engage, contract with or in any other way utilize or solicit or make any offers for

the services of any of the other party's employees, contractors or other personnel without

expressed written permission from Company.

FORCE MAJEURE

In the event that any cause beyond the reasonable control of either Party, including

without limitation acts of God, war, curtailment or interruption of transportation facilities,

threats or acts of terrorism, State Department travel advisory, labor strike or civil

disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable

increased costs or risk of injury, for either Party to perform its obligations under this

Agreement, the affected Party’s performance shall be extended without liability for the

period of delay or inability to perform due to such occurrence.

SEVERABILITY/WAIVER

If any provision of this Agreement is held by to be invalid or unenforceable, the

remaining provisions shall nevertheless continue in full force. The failure of either Party

to exercise any right provided for herein will not be deemed a waiver of that right or any

further rights hereunder.

MODIFICATION

This Agreement constitutes and contains the entire agreement between the parties with

respect to its subject matter, supersedes all previous discussions, negotiations, proposals,

agreements and understandings between them relating to such subject matter.

MISCELLANEOUS

1) LIMITATION OF LIABILITY. Customer agrees Company’s Product is only an

educational use. Customer releases Company, its officers, employers, directors, and

related entities from any and all damages that may result from any claims arising from

any agreements, past or present, between the parties. Customer accepts any and all risks,

foreseeable or unforeseeable.

Customer agrees that Company will not be held liable for any damages of any kind

resulting or arising from including but not limited to; direct, indirect, incidental, special,

negligent, consequential, or exemplary damages happening from the use or misuse of

Company’s Product. Customer knowingly, voluntarily, and expressly, waives any claim

for damages including but not limited to; injury or death Customer may sustain as a result

of use of this Product.

Customer further declares and represents that no promise, inducement or agreement not

herein expressed has been made to Customer to enter into this release. The release made

pursuant to this paragraph shall bind Customer’s heirs, executors, personal

representatives, successors, assigns, and agents.

2) NON-DISPARAGEMENT. In the event that a dispute arises between the Parties, the

Parties agree and accept that the only venue for resolving such a dispute shall be in the

venue set forth herein below.  The parties agree that they neither will engage in any

conduct or communications with a third party, public or private, designed to disparage

the other. The Parties agree that neither will directly or indirectly, in any capacity or

manner, make, express, transmit speak, write, verbalize or otherwise communicate in any

way (or cause, further, assist, solicit, encourage, support or participate in any of the

foregoing), any remark, comment, message, information, declaration, communication or

other statement of any kind, whether verbal, in writing, electronically transferred or

otherwise, that might reasonably be construed to be derogatory or critical of, or negative

toward, each other or any of its Products, members, owner directors, officers, Affiliates,

subsidiaries, employees, agents or representatives.

3) ASSIGNMENT. This Agreement may not be assigned by either party without express

written consent of Company.

4) TERMINATION. By signing below, Customer agrees that the Company may, at its

sole discretion, terminate this Agreement.

5) INDEMNIFICATION. Customer shall defend, indemnify, and hold harmless

Company, Company’s officers, employers, employees, contractors, directors, related

entities, trustees, affiliates, and successors from and against any and all liabilities and

expense whatsoever – including without limitation, claims, damages, judgments, awards,

settlements, investigations, costs, attorneys fees, and disbursements – which any of them

may incur or become obligated to pay arising out of or resulting from the offering for

sale, the sale, and/or use of the product(s), excluding, however, any such expenses and

liabilities which may result from a breach of this Agreement or sole negligence or willful

misconduct by Company, or any of its shareholders, trustees, affiliates or successors.

Customer shall defend Company in any legal actions, regulatory actions, or the like

arising from or related to this Agreement.  Customer recognizes and agrees that all of the

Company’s shareholders, trustees, affiliates and successors shall not be held personally

responsible or liable for any actions or representations of the Company.

6) RESOLUTION OF DISPUTES. If not resolved first by good-faith negotiation

between the parties in mediation, every controversy or dispute relating to this Agreement

will be submitted to the American Arbitration Association. All claims against Company

must be lodged within 100-days of the date of the first claim or otherwise be forfeited

forever. The arbitration shall occur within ninety (90) days from the date of the initial

arbitration demand. The parties shall cooperate to ensure that the arbitration process is

completed within the ninety (90) day period. The parties shall cooperate in exchanging

and expediting discovery as part of the arbitration process. The written decision of the

arbitrators (which will provide for the payment of costs) will be absolutely binding and

conclusive and not subject to judicial review, and may be entered and enforced in any

court of proper jurisdiction, either as a judgment of law or a decree in equity, as

circumstances may indicate. In disputes involving unpaid balances on behalf of

Customer, Customer is responsible for any and all arbitration and attorney fees.

7) EQUITABLE RELIEF. In the event that a dispute arises between the Parties for

which monetary relief is inadequate and where a Party may suffer irreparable harm in the

absence of an appropriate remedy, the injured Party may apply to any court of competent

jurisdiction for equitable relief, including without limitation a temporary restraining order

or injunction.

8) NOTICES. Any notices to be given hereunder by either Party to the other may be

effected by personal delivery or by mail, registered or certified, postage prepaid with

return receipt requested. Mailed notices shall be addressed to the Parties at the addresses

appearing below. Notices delivered personally shall be deemed communicated as of the

date of actual receipt; mailed notices shall be deemed communicated as of three (3) days

after the date of mailing. For purposes of this Agreement, "personal delivery" includes

notice transmitted by fax or electronic mail, provided sender maintains confirmation that

the notice was properly transmitted on that date.

Notice addresses and contact persons for the Company are as follows:

To Company: Karen Litzy Physical Therapy PLLC

160 W 71st Street, #4T

New York, NY 10023

This Agreement shall be binding upon and inure to the benefit of the parties hereto, their

respective heirs, executors, administrators, successors and permitted assigns. Waiver of

any breach or the failure to enforce any provision hereof shall not constitute a waiver of

that or any other provision in any other circumstance.

This Agreement shall be governed by and construed in accordance with the laws of the

State of New York, United States of America. This Agreement may be executed in one or

more counterparts, each of which shall be deemed an original, and all of which, together,

will constitute one and the same instrument. The parties hereto have caused this

Agreement to be executed and delivered as of the date first written.

I have read and agree to the working agreements above.