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zgF ARTICLE 4 - WARRANTIES AND REPRESENTATIONS 4.1 Exclusive Warranty. EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, SANDPIPER DISCLAIMS ALL WARRANTIES OF ANY KIND ¡ EXPRESS OR IMPLIED¡ ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING THEIMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES IN ALLOCATING THE RISKS BETWEEN THE PARTIES. 4.2 OrGanization and Authority. Each party represents that it has all requisite power and authority to carry on its business as now conducted and as contemplated under this Agreement and to perform its obligations under this Agreement, that the execution, delivery and performance of this Agreement has been properly authorized and that the person executing this Agreement on its behalf is authorized to do so. .' 4.3 Client Representations and Acknowledqements. (a) Financinq. Client represents that it has the financial resources to perform this Agreement or has made arrangements to obtain the necessary financing from third parties disclosed in writing to Sandpiper, and that any contingencies in connection with such financing have been disclosed to Sandpiper. (b) PrivileGed Data. Client acknowledges that it accepts full responsibility for complying with federal, state and local laws, rules and regulations concerning use and disclosure of privileged data as the laws, rules and regulations may relate to any information placed J.n or stored in the Licensed Software or output from the Licensed Software. ARTICLE 5 - LIMITATION OF LIABILITY AND INDEMNIFICATION 5.1 Limitation to Actual Damaqes. Sandpiper's entire liability to Client for any loss or damage I direct or indirect, for any cause whatsoever (including, but not limited to, those arising out of or related to this Agreement), and regardless of the form of action, shall be limited to Client's actual direct out-of-pocket expenses which are reasonably incurred by Client and shall not exceed the amount of the Licensed Software Fee actually paid to Sandpiper by Client as of the date the loss or damage occurred (" Damage Limitation"). In allocating the risks under this Agreement, the parties agree that the Damage Limitation should specifically apply to any alternative remedy ordered by a court of competent jurisdiction in the event such court determines that a sole and exclusive remedy provided for in this Agreement fails of its essential purpose.