Compliance with Licenses

fully obliged by the terms and conditions set out in this CERTIFICATE and SCALI’S prior written approval of the transfer. SCALI’s approval shall anyway be deemed granted unless contrary notice is sent from SCALI within 7 NORWEGIAN WORKING DAYS from receipt of notification of the transfer in question from the LICENSEE.

Upon transfer, LICENSEE must deliver the SCALI SOFTWARE, including any copies and related documentation, to the Transferee.

LICENSEE shall upon request from SCALI or its authorized representatives, within 30 days following the receipt of such request, fully document and certify that the use of the SCALI SOFTWARE is in accordance with this CERTIFICATE. If the LICENSEE fails to fully document that this CERTIFICATE is suitable and sufficient for the LICENSEE’s use of the SCALI SOFTWARE, SCALI will use any legal measure to protect its ownership and rights in its SCALI SOFTWARE and to seek monetary damages from LICENSEE.

Warranty of Title and Substantial Performance

SCALI hereby represents and warrants that SCALI is the owner of the SCALI SOFTWARE.

SCALI hereby warrants that the SCALI SOFTWARE will perform substantially in accordance to the DOCUMENTATION for the ninety (90) day period following the LICENSEE’s receipt of the SCALI SOFTWARE (“Limited Warranty”). To make a warranty claim, the LICENSEE must return the products to the location the SCALI SOFTWARE was purchased (“Back-to-Base”) within such ninety- (90) day period. Any supplements or updates to the SCALI SOFTWARE, including without limitation, any service packs or hot fixes provided to the LICENSEE after the expiration of the ninety (90) day Limited Warranty period are not covered by any warranty or condition, express, implied or statutory.

If an implied warranty or condition is created by the LICENSEE’s state/jurisdiction and federal or state/provincial law prohibits disclaimer of it, the LICENSEE also has an implied warranty or condition, but only as to defects discovered during the period of this Limited Warranty (ninety days). As to any defects discovered after the ninety (90) day period, there is no warranty or condition of any kind.

Disclaimer of Warranty

Except for the limited warranty under the Clause “Warranty of Title and Substantial Performance” above, and to the maximum extent permitted by applicable law, SCALI and SCALI REPRESENTATIVES provide SCALI SOFTWARE and SCALI SOFTWARE MAINTENANCE AND SUPPORT SERVICES, if any, as is and with all faults, and hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness or responses, of results, of workmanlike effort, of lack of viruses and of lack of negligence, all with regard to the software or other deliverables by SCALI. Also, there is no warranty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement with regard to the SCALI SOFTWARE or the provision of or failure to provide SCALI SOFTWARE MAINTENANCE AND SUPPORT SERVICES, SCALI does not warrant any title, performance, compatibility, co-operability or other functionality of the DISTRIBUTED SOFTWARE or other deliverables by SCALI.

Without limiting the generality of the foregoing, SCALI specifically disclaims any implied warranty, condition, or representation that the SCALI SOFTWARE;

-shall correspond with a particular description;

-are of merchantable quality;

-are fit for a particular purpose; or

-are durable for a reasonable period of time.

Escali 4.4 manual Compliance with Licenses, Warranty of Title and Substantial Performance