Watermark shall, at its sole cost and expense, indemnify, defend and hold harmless Organization and its employees, officers, directors, Board of Trustees and agents from and against all claims by third parties and pay all costs, including reasonable attorneys’ fees, and damages resulting from such claims to the extent arising out of the infringement, misappropriation or violation of the Subscription Service of any United States patent, copyright, trademark or trade secret, and excluding any claims and damages covered by the indemnification by Organization under Section 3.1.