Last updated: August 7, 2026 These Critique Chat Indemnification Terms (“Indemnification Terms”) are incorporated into the Critique Chat Terms of Service. Capitalized terms not defined here have the meanings given in those Terms.
1. Contract priority and scope
A signed Customer Agreement controls to the extent it states different indemnification obligations, procedures, remedies, exclusions, or liability limits. A written proposal is governed by its own terms and any resulting award or Customer Agreement; these Indemnification Terms do not withdraw, narrow, or alter a written commitment made to a named recipient. Sections 3 and 4 below apply to a paid organizational deployment only if its Customer Agreement incorporates these Indemnification Terms or otherwise states that Critique provides indemnification. Section 2 applies to general and organizational use, subject to the public-entity exception in Section 6.2. User and customer indemnity
To the extent permitted by law, you will defend, indemnify, and hold harmless Starman LLC, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, judgments, settlements, penalties, costs, and reasonable attorneys’ fees arising from:- Customer Content submitted, published, or made available by you;
- your public/private designation, access grant, sensitivity declaration, or publication decision;
- your use of the Service in violation of the Terms, a Customer Agreement, or law;
- your infringement, misappropriation, or violation of a third party’s rights; or
- your material misrepresentation or willful misconduct.
3. Critique indemnity for paid organizational deployments
Subject to the applicable Customer Agreement, Critique will defend and indemnify the customer and its officers, officials, and employees from third-party claims to the extent caused by:- Critique’s negligence or willful misconduct in providing the Service;
- Critique’s breach of its confidentiality or security obligations; or
- an allegation that the unmodified Critique Chat platform software infringes a United States patent, copyright, or trademark, or misappropriates a United States trade secret.
4. Critique indemnity exclusions
Critique has no indemnity obligation to the extent a claim arises from:- Customer Content, source-system data, or instructions supplied by or for the customer;
- a public/private designation, publication, access grant, sensitivity declaration, or disclosure decision made by the customer or its users;
- combining the Service with a product, system, model, content, or process not provided by Critique, when the claim would not otherwise have arisen;
- use of the Service in violation of the Terms, the Customer Agreement, or documentation;
- a modification not made or authorized by Critique;
- continued use of an allegedly infringing component after Critique provides a non-infringing replacement or directs the customer to stop using it; or
- the content of, or reliance on, an AI-generated output, including alleged inaccuracy, defamation, or infringement within a generated response, or the customer’s review, adoption, publication, or action on an output.
5. Indemnification procedure
The indemnified party must:- give the indemnifying party prompt written notice of the claim, except that delay relieves the indemnifying party only to the extent materially prejudiced;
- provide reasonable information, authority, and cooperation at the indemnifying party’s expense; and
- allow the indemnifying party to control the defense and settlement.
6. Public entities
A federal, state, municipal, tribal, or other public entity has no indemnification obligation under Section 2 to the extent the obligation is prohibited by its constitution, statutes, regulations, procurement rules, appropriation limits, or public policy. Nothing in these Indemnification Terms waives sovereign or governmental immunity. Government indemnities, governing law, venue, defense control, settlement authority, appropriations, and mandatory non-waivable terms will be reconciled in the executed Customer Agreement.7. Intellectual-property remedies
If the Service becomes, or Critique reasonably believes it is likely to become, subject to an intellectual-property claim, Critique may, at its expense and option:- procure the right for the customer to continue using the affected Service;
- modify or replace the affected component with a materially equivalent, non-infringing alternative; or
- terminate the affected Service and refund prepaid fees allocable to the unused portion of the terminated Service.
8. Relationship to liability limits
The liability exclusions and limits in the Terms or applicable Customer Agreement apply to these Indemnification Terms. A Customer Agreement may establish different or enhanced caps. For a paid government or enterprise deployment that incorporates these Indemnification Terms without stating different caps:- aggregate liability is capped at two times the annual subscription fee;
- the cap for confidentiality or security-breach liability and Critique’s intellectual-property indemnity is three times the annual subscription fee; and
- payment obligations, willful misconduct, and liabilities that cannot lawfully be limited are not subject to those caps.
9. Contact
Indemnification notices must be sent to: Starman LLC (Critique Labs)110 Constitution Dr, Apt 621
Menlo Park, CA 94025
support@critique-labs.ai