Terms Of Service

Welcome to the QI Life Store™ Technology Website, which includes any relevant/associated mobile or other device based application, being owned and operated by  Qi Resonance Technologies LLC (“Website”, “we”, “us” or “our”). 

By placing an order with us for Products and Services which are sold on www.qilifestore.com (“Products” or “Services”), the Customer (“you” or “yourself”) will be deemed to have read, understood and have agreed to these Terms and Conditions of Sale, along with all other terms listed on this website (“Agreement”) Please read this Agreement carefully and, if you are unhappy with any aspect of these terms, then you should contact us at support@qilifestore.com before placing an order with us.

We amend this Agreement from time to time. Please look at the top of this Agreement to see when this Agreement was last updated. Every time you order Products or Services from us, the Agreement in force at the time of your order will apply to the contract and all transactions between you and us. If we have to revise this Agreement and this has a material impact on your order, we will contact you to give you reasonable advance notice of the changes to these terms and conditions and let you know how to cancel your order if you are not happy with the changes we have made.

1. Binding Agreement

This shall be a binding agreement. It may not be altered, supplemented or amended by any other document, unless these terms and conditions are amended by us from time to time. Our Agreement includes these Terms and Conditions of Sale and all other Terms of Service, Privacy Policies, Satisfaction Guarantees & Refund Policies, and Disclaimers listed on our website and with any content displayed herein. All of the above-mentioned terms will apply to your purchase of Products and Services through this website.

2.Entire Agreement

This Agreement and any attachments, schedules, addenda and exhibits are together one agreement and it forms the entire agreement between the parties (You and Us) related to the Services to be performed, and products to be sold and purchased, via the Website. This Agreement supersedes any prior representations or agreements, oral or written, and all other communications between the parties related to any transactions via the websites. Any conflicting additional or differing terms contained in any other communications, invoice, receipt, purchase order or statement of work, as the case may be, are expressly superseded by the terms contained in this Agreement.

3.Purchase

The Products available on the Website are for personal use only. You may not sell, resell or lease any of the Products or service you purchase or otherwise receive from us.

We reserve the right, with or without notice, to cancel or reduce the quantity of any order that we believe, in our sole discretion, may result in the violation of the Agreement. 

4. Orders

An order placed by you on the Website for Products is only an offer by you to purchase a product for the price displayed on the Website. We reserve the right to accept or reject your offer for any reason. Reasons may include, but are not limited to, the unavailability of a product or service, an error or a change in the price displayed for the Product or Service on the Website, during or after your Purchase.

5.Pricing

The Website strives to communicate accurate pricing and product information, but will not be held responsible for any pricing, typographical, or other errors in such communication. The prices of the Products displayed on the Website may change from time to time. Prices listed on the website are exclusive of taxes. Prices are exclusive of goods and services tax and it is the Customer (yourself) who shall pay said tax where required. The Prices of the Products and Services displayed on the Website are in American Dollars.

6.Refunds

Refunds are governed by the Satisfaction Guarantee & Refund Policy on the Website 

7. Theft

Theft or suspected Theft of the Products after Products have been shipped to the delivery address shall not be deemed to be the responsibility of the delivery company shipping the goods or the Website. You shall continue to be responsible to pay any remaining payments due to us, in such cases unless we decide otherwise in our sole discretion.

8.Release from Liability

1. To the extent permitted by Applicable Law, you release the Website and its Affiliates, and its and their employees, agents and representatives from any and all liability, damage or loss resulting from the use of any product or service purchased through the website. If the Product is damaged, it may be replaced under the Refund Policy.

2. Users who take iron supplements will be more sensitive to the effects of the Qi Coil, and we shall not be responsible for any side effects of such use of the Qi Coil or any products sold via the website. Symptoms could include minor joint discomfort, and it is recommended that you seek medical advice in such circumstances. We recommend using the devices slowly while your body adjusts to the energetic frequencies. Iron supplement users who use the Qi Coils report that they require lower doses of iron than what they usually take, however, we do not confirm or validate the authenticity and reliability of such reports, which are purely anecdotal. 

3. Products offered qilifestore.com, in particular the Qi Coil or Resonant Wand are NOT medical devices and they are not intended to be used for any medical or health treatment purposes. More specifically, none of the products sold on our website are designed to diagnose, treat, cure or prevent any disease, health issue or illness. Products on qilifestore.com have not been evaluated by the FDA, Health Canada, or any particular regulatory authority, and no medical claims are made or implied for any products on this website. In addition, the products sold on this website are not natural health products, unless the product specifically lists or states that it may be listed as a Natural Health Product in Canada. The Products sold on the website are generic consumer products which may be used for personal entertainment, amusement, self-help, personal experimental purposes, or self-improvement.

4. In Purchasing Products or Services from our website, you accept the following:

5. Always consult with your doctor before starting any use of a product of ours for any health purposes, if you decide to use any such product for such purposes.

9. Intellectual Property

All information displayed on this website is the sole property of Us. All ideas, information, designs, images, titles, articles, content, patentable materials, trade names, copyrightable materials, trade secrets and any information, content or material contained on this website (“intellectual property”) is the sole intellectual property of us, and such information may not be reused, duplicated, copied, licensed or sold to any third party without the express written consent of Us. No product or service sold on this website may be copied, duplicated, resold, reverse engineered or modified for sale in any form by a purchaser, and such products or services are only to be used for personal use. Any acts or omissions (“acts”) which violate the terms of this clause shall render the user or purchaser accessing this site responsible for such acts fully liable to Us upon demand, and such liabilities include lost profits, legal fees, attorney fees, and any costs incurred by Us in remedying the consequences of and preventing the acts in violation of this clause. By accessing this site, you agree that you shall be fully liable for any failure to comply with the requirements of this clause. Any commercial use of any intellectual property, service or physical good accessed through this site is by default an act in violation of this clause, and the perpetrator of such an act shall be fully liable to Us, on demand, as described in this clause. 

10. Warranties

We make no warranty of fitness for a particular purpose with respect to any goods or services sold on this site. The purchaser of any goods listed on this site/ You agree(s) that such goods and services are purchased “as is,” which means that they are accepted as listed or described in the site, and you agree that will not hold Us accountable for anything beyond what is specifically listed in terms of the ingredients, packaging, descriptions, and other materials sold on this website.

TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE OUR SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS WEBSITE, OUR SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY OUR SERVICES, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY OF OUR SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

 11. Shipping and Risk of Loss.

We bear no liability for risk of loss for any goods sold on this website. Our sole shipping responsibility shall be to dispatch the goods to the designated shipper, and if requested, provide a shipping receipt to the purchaser/yourself. After we have provided the goods as described on this website to the shipper, we shall bear no further liabilities for the condition or arrival of the goods at destination after the goods as described have been taken into the custody of the shipper, except to the extent of our gross negligence or willful misconduct, or pursuant to any refund policy as described on this website.

12. Data Protection.

 Any personal or sensitive data shared on this website with us shall remain the property of yourself/the purchaser or user. However, yourself (the “purchaser” or” user”) of this website specifically allow us, by the act of using, browsing, and accessing this website, to use any such personal or sensitive data provided, and transmit such data to third parties and other regions with similar or less data protection regulations in place, such as the United States of America, or elsewhere, for the sole purpose of providing products, goods, services, or access to this website, for the user or purchaser accessing this website. If the user or purchaser of this website, submitting any information to us via this website or otherwise, does not wish to have their data sent to third parties, or other regions outside their home jurisdiction, then they must communicate this in writing to us, and we will then determine whether we can continue providing products, goods or services to such a user or purchaser without remitting or using their data as described. If we, in our sole discretion, discontinue services or the sale of products to a user or purchaser making such a declaration, then any fees paid or currency of value transferred to us shall be rendered forfeited to us, and shall be non-refundable, to the extent such fees have been paid for products or services which have been sold or delivered to yourself prior to your declaration.

 13. Enforcement and Dispute Resolution.

The laws of the Province of British Columbia, Canada, without the application of any conflict of laws provision, shall govern this Agreement. The parties hereto hereby irrevocably submit to the jurisdiction of any court of the Province of British Columbia, in any action or proceeding arising out of or related to this Agreement. Yourself, the user or purchaser of any products, goods or services received through this website, agree(s) that you shall submit yourself to the exclusive jurisdiction of the courts described in this clause, and that you agree that you shall submit to any judgment rendered by such courts concerning yourself, and that you will agree to the enforcement of such judgments in full, without requesting any modification whatsoever, either by yourself or through your attorney, agent or representative, in any other nations, jurisdictions or regions where you operate, reside or are otherwise located. 

14. Electronic Communications.

When you use our Services, or send e-mails, text messages, and other communications from your desktop or mobile device to us, you may be communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site or through our other Services, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

15. Use of Site and Content.

The user accessing this site may browse this site, access its pages, make purchases on the site, post reviews, comments, photos, testimonials, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, if permitted to do so by us, (“User Actions”) so long as the User Actions are not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and do not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. The user accessing this site may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of content. We reserve the right (but not the obligation) to remove or edit such content.

If the user accessing this site does post content or submit material, and unless we indicate otherwise, they grant us a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. The user accessing this site grants us and sublicensees the right to use the name submitted in connection with such content, if they choose. The User accessing this site represents and warrants that they own or otherwise control all of the rights to the content that is posted by them; that the content is accurate; that use of the content supplied does not violate this policy and will not cause injury to any person or entity; and that they will indemnify us for all claims resulting from content supplied. We have the right but not the obligation to monitor and edit or remove any activity or content on this website. We take no responsibility and assume no liability for any content posted by yourself or any third party on this website. 

16. Sanctions and Export Policy.

You may not use any of our Products or Services if you are the subject of U.S., Canadian or any other sanctions or of sanctions consistent with U.S. law, Canadian Law, or imposed by the governments of the country where you are using Our Products or Services. You must comply with all U.S. or other export and re-export restrictions that may apply to goods, software (including our Software), technology, and services provided by us. 

17. Confidentiality

1.You shall not:

a) Make any copy or otherwise reproduce or display any software, file, sound, frequency or technology sent to you from us, or accessed on or through our website, if a copy or reproduction of such items is not permitted under any terms of service or sale;

b) Fail to use software, file, sound, frequency or technology through the licensed computer, if this is required for a particular service purchased from us or our website.

You shall take reasonable steps to safeguard all information provided to you by us, so as to ensure no unauthorized person will have access to it, and that no unauthorized use of any products, information or services provided to you occurs. 

18. Indemnification

Upon request by us, you agree to defend, indemnify and hold us harmless along with our subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from all liabilities, claims and expenses, including reasonable attorneys' fees, made by any third party due to or arising out of your use of our website, and the purchase of the Products and Services we provide to you, your violation of this Agreement, or your violation of any rights of any third party arising from your use or access of this website and the products purchased through this website. 

19. Severability

This Agreement may be severable and the invalidity, illegality or unenforceability in whole or in part of any provision shall not affect the validity of other provisions 

20. Force Majeure.

Neither Party to this agreement will be liable for any delay in the performance of their respective obligations under this Agreement resulting directly or indirectly from or contributed to by any acts of God, acts of government or other civil or military authorities, acts of terrorists, fires, accidents, floods, war, riot or other circumstances beyond its reasonable control. 

Guarantee & Return Policy

Welcome to the Qi Life Store website, owned and operated by Qi Resonance Technologies LLC (“we,” “us,” or “our”).

By placing an order for products or services sold on www.qilifestore.com, you (“you,” “your,” or “customer”) acknowledge that you have read, understood, and agreed to this Guarantee & Return Policy and all other terms displayed on this website. If you have questions, please contact us at support@qilifestore.com before making a purchase.

30-Day Money-Back Guarantee (Qi Coil™ Systems)

Qi Coil™ physical systems include a 30-day money-back guarantee starting on the confirmed delivery date.

Refund eligibility is connected to participation in the Qi Coil™ 30 Day Program provided with your purchase.

Program Requirements

• Participation must be tracked through the Qi Coil™ 30 Day Program
• Customers may begin the program any time within the 30-day guarantee period
• Customers are responsible for ensuring enrollment and tracked progress under the same email used for purchase

You qualify for a full refund when:

• The Qi Coil™ 30 Day Program is completed, or
• The program is followed but not fully completed, and participation is verifiable through program tracking

Recalibration Fee

If the program is not followed or no participation is recorded, a 15% recalibration fee will be deducted from the refund amount.

Unopened packages are also subject to the 15% recalibration fee, as all returned Qi Coil™ systems must undergo recertification and recalibration before redistribution.

Extended request window

If you complete the program near the end of the guarantee period, a refund request may be submitted:

• Within 7 days after completion, even if this extends beyond the 30-day guarantee period

Additional conditions

• Customer pays return shipping
• Shipping fees are non-refundable
• Product must be returned in original packaging and good working condition unless received damaged
• All accessories and components must be included
• Refund is processed after inspection and verification

Missing or damaged items may reduce the refundable amount.

All Other Physical Products — Standard 30-Day Refund Policy

Physical items other than Qi Coil™ systems include a 30-day money-back guarantee.

Conditions:

• No program participation required
• Customer pays return shipping
• Shipping fees are non-refundable
• Product must be returned complete, in original packaging, and in good working condition
• Refund issued after inspection
• Missing or damaged items may reduce the refundable amount.

Digital Products & Frequency Subscriptions — Non-Refundable

All digital items are final sale and non-refundable, including:

• Digital frequency tracks and sound libraries
• Frequency subscriptions and subscription-based frequency access
• Downloadable files
• eBooks
• Online courses and trainings
• App, membership, and digital content access

Once access is delivered or files provided, no refunds will be issued.

Return Procedure

To submit a return request:

• Contact Support to confirm eligibility
• If approved, ship the item within 7 business days
• Include original packaging and all accessories
• Refund is processed after inspection

Note: Unopened Qi Coil™ returns still incur the 15% recalibration fee.

Repair Policy

For repair assistance, contact Support.

• Repairs outside warranty may incur repair and shipping fees
• Customers pay all shipping for repair services

Order Cancellation

• Order cancellations are not guaranteed.
• If the order has shipped, it cannot be cancelled
• Refused packages do not qualify as cancellations and may incur reshipping fees

Shipping Information

• Many products are handcrafted
• Qi Coil™ systems typically ship within 2–3 business days
• Qi Coil™ Aura, Resonant Wands, and Staff of Legends typically ship in 2–3 weeks

Timelines are estimates and not guaranteed. International shipments may experience delays.

Taxes, Duties & Customs

Customers are responsible for:

• Duties
• Import taxes
• Brokerage fees
• Customs charges

These are not included in the product price and shipping fee.

Damaged on Arrival

If your order arrives damaged:

• Report within 7 business days of delivery
• We will arrange a replacement or resolution

Lost or Carrier-Damaged Shipments

If a package is lost or damaged in transit, contact Support. We will work with the carrier to resolve the issue.

Refused Deliveries

Refused or undeliverable orders are not eligible for refunds.

Reshipping costs are the customer’s responsibility.

Pricing & Promotions

Prices and promotions may change at any time.

We do not offer:

• Price protection
• Retroactive promotional adjustments

Warranty & Protection Terms

Qi Coil™ & MedBed Systems
Last updated: January 21, 2026

1. Standard Manufacturer Warranty (Included)

All Qi Coil™ and MedBed systems include a 1-Year Limited Manufacturer Warranty at no additional cost.

This warranty covers:

• Defects in materials
• Defects in workmanship
• Failures under normal, intended use

This warranty does not include accident protection.

2. Optional Extended Protection Plans

Customers may purchase an Extended Protection Plan at the time of purchase or within the eligible enrollment period.

Extended Protection provides coverage beyond manufacturing defects and is designed to protect your investment against unexpected events.

Covered Events (Plan-Dependent)

• Accidental damage (drops, impacts)
• Liquid exposure or spills
• Power surge or electrical damage
• Mechanical or electronic malfunction
• Accidental handling or transport-related damage

Coverage applies only during the active term of the selected plan and only to eligible components.

3. System Durability Classification

Warranty eligibility and maximum coverage duration are based on system design, durability, and intended usage profile.

Some Qi Coil™ systems are engineered as architectural, stationary installations, while others are designed for high-performance or portable use. Coverage terms reflect these engineering differences.

4. Coverage by Product Category

Qi Coil Mini

• Standard Warranty: 1 Year
• Extended Protection: Not available

Qi Coil 3S

• Standard Warranty: 1 Year
• Extended Protection: Up to 3 Years

Qi Coil Max / Max Tetra

• Standard Warranty: 1 Year
• Extended Protection: Up to 5 Years

Qi Coil Aura™ Systems

Qi Coil Aura™ systems are designed as architectural-grade, stationary, long-life environmental systems.

• Standard Warranty: 1 Year
• Extended Protection Options:
  • 5 Years
  • 10 Years
  • 20 Years

Extended terms apply to Qi Coil Aura™ components only, subject to intended indoor, stationary use.

Outdoor, agricultural, animal, or environmental installations may require a separate coverage agreement.

5. MedBed Systems

MedBed (Standalone or in Packages)

• Standard Warranty: 1 Year
• Extended Protection: Up to 3 Years

Coverage includes:

• Bed frame
• Motors
• Mechanical systems
• Electronics and controls

MedBed Systems with Red Light Components

Systems that include red light panels or mats are covered under a single protection plan, with the following limits:

• MedBed components: Up to 3 Years (Maximum)
• Red light components: Up to 3 Years (Maximum)
• Qi Coil components: Based on the Qi Coil system included

Extended protection beyond 3 years applies only to eligible Qi Coil components.

6. Red Light Component Coverage (Limited)

Red light panels and mats are covered under a limited 3-year protection period.

Covered

• Manufacturing defects in materials or workmanship
• Electrical failure of internal electronics
• Defects related to included power supply components

Not Covered

• Accidental impact or physical damage
• Liquid or moisture damage
• Normal LED aging, brightness loss, or color shift
• Cosmetic damage not affecting operation
• Improper installation or ventilation
• Environmental exposure outside approved conditions

Red light components are ineligible for extended accident protection beyond 3 years.

7. Package-Based Protection Plans

When systems are sold as part of a package, protection plans are offered by package rather than individual components.

The selected plan represents the maximum coverage period for eligible components.

8. Repair & Replacement Policy

At our discretion, covered items may be repaired, replaced, or substituted with refurbished or equivalent components.

Coverage applies to functional performance rather than cosmetic condition.

9. Shipping & Handling

Customers are responsible for shipping costs to and from the service facility.

• Shipping for inspection, repair, or replacement
• Return shipping of serviced components

Secure packaging, tracking, and insurance are strongly recommended.

10. Exclusions

• Normal wear and tear
• Cosmetic aging
• Intentional damage or misuse
• Unauthorized modifications
• Improper installation or operation
• Environmental or natural disasters
• Loss or theft

11. Transferability

Warranties and protection plans are non-transferable unless stated otherwise in writing.

12. Geographic & Usage Limitations

Coverage applies only within approved operating environments and intended use cases.

13. Governing Terms

Terms are subject to change. Coverage is governed by the terms in effect at the time of purchase.

Plain-English Summary

• All systems include a 1-year warranty
• Extended protection is optional
• Longer terms apply to eligible Qi Coil systems
• MedBeds and red light components are capped at 3 years
• Red light coverage excludes accidental damage
• Customers cover shipping both ways

Updated: January 6, 2026

License Agreement for Frequencies on Qilifestore

License Agreement for Frequencies on Qilifestore.com, Members.qicoil.com, and Qi Coil Quantum Rife Apps and associated websites.

This License Agreement ("Agreement") is made effective upon purchase, between the Customer, hereinafter referred to as the "Licensee," and Qilifestore.com, Members.qicoil.com, and Qi Coil Quantum Rife App, collectively referred to as the "Licensor."

1. Grant of License:

a. Subject to the terms and conditions of this Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable license to use the frequencies ("Licensed Materials") obtained from Qilifestore.com, Members.qicoil.com and Qi Coil Quantum Rife App.

b. The Licensee acknowledges that the Licensed Materials are intellectual property owned by the Licensor and are protected by applicable copyright laws.

2. Usage Rights:

a. The Licensee may use the Licensed Materials for personal, non-commercial, or commercial purposes.

b. The Licensee may use the Licensed Materials on the web app or mobile app provided by the Licensor, specifically the Qi Coil Quantum Rife App.

c. The Licensee may use the Licensed Materials within groups of up to 12 people without any additional licensing requirements.

d. If the Licensee intends to use the Licensed Materials within groups of more than 12 people, the Licensee must upgrade their license and obtain written permission from the Licensor.

The Licensee acknowledges that an upgrade to the license is necessary when using the Licensed Materials with groups exceeding 12 people. The specific terms and conditions of the upgraded license will be provided separately by the Licensor upon request.

3. Usage Agreement:

a. By downloading or purchasing the frequencies from the Licensor's store and using them on the Qi Coil Quantum Rife App, the Licensee agrees to be bound by the terms of this Agreement.

b. The Licensee acknowledges that any unauthorized use or distribution of the Licensed Materials may infringe upon the rights of the Licensor and result in legal consequences.

4. Restrictions:

a. The Licensee may not modify, alter, or create derivative works of the Licensed Materials without the express written permission of the Licensor.

b. The Licensee may not share, transfer, or provide access to the Licensed Materials to any third party without the prior written consent of the Licensor.

c. The Licensee may not use the Licensed Materials in any manner that is illegal, defamatory, harmful, or infringes upon the rights of others.

5. Ownership:

a. The Licensee acknowledges that the Licensor retains all rights, title, and interest in and to the Licensed Materials, including all intellectual property rights.

b. This Agreement does not grant the Licensee any ownership rights to the Licensed Materials.

6. Termination:

a. Either party may terminate this Agreement at any time with written notice to the other party.

b. Upon termination, the Licensee shall cease all use of the Licensed Materials and destroy any copies or derivatives of the Licensed Materials in their possession.

7. Disclaimer of Warranty:

a. The Licensed Materials are provided "as is" without any warranties, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

b. The Licensor does not guarantee the effectiveness, accuracy, or results of the Licensed Materials and shall not be held liable for any direct or indirect damages arising from the use or inability to use the Licensed Materials.

8. Governing Law:

   This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising out of or in connection with this Agreement shall be resolved through amicable negotiations.

9. Entire Agreement:

   This Agreement constitutes the entire understanding between the Licensee and Licensor regarding the license of the Licensed Materials and supersedes all prior negotiations, understandings, or agreements, whether written or oral.