AI Terms

AI-RELATED TERMS & CONDITIONS

These AI-Related Terms & Conditions (the “Terms”) are issued by Deskfactors Inc., a Delaware C-corporation, which offers Murphi.ai platform to its customers and end users (“Murphi.ai,” “we,” “our,” or “us”). These Terms govern your use of the Murphi.ai platform, including its artificial-intelligence–powered features, related services, and all outputs generated thereby (collectively, the “Services”).

By accessing, using, or integrating the Services, customers, partners, and end users (collectively, “you” or “users”) expressly acknowledge and agree to be bound by these Terms, in addition to any applicable written agreements between you and Murphi.ai.

I. Provision and Nature of Services

1.1 Assistive Services. The Services provide artificial-intelligence–enabled functionality to assist healthcare providers, electronic health record (“EHR”) platforms, revenue cycle management (“RCM”) entities, and related organizations in automating workflows, supporting compliance, and enhancing clinical, financial, and operational processes.
1.2 Assistive Only. The Services are intended to function solely as assistive technologies and are not substitutes for professional judgment, institutional policies, or legal/regulatory obligations.
1.3 Mandatory Human Review. You retain sole and ultimate responsibility for reviewing, validating, and approving all outputs prior to reliance or implementation. Human review is mandatory.

II. Nature of AI Outputs and Limitations

2.1 Reasonable Efforts. Murphi.ai shall employ commercially reasonable efforts to generate accurate outputs.
2.2 Acknowledgments. You acknowledge and agree that:
(a) Outputs are modeled from inputs, instructions, and documents supplied by you;
(b) The platform incorporates advanced technologies, including Machine Learning (“ML”), Artificial Intelligence (“AI”) algorithms, Large Language Models (“LLMs”), Retrieval-Augmented Generation (“RAG”), and other evolving methods;
(c) Owing to the probabilistic nature of such technologies, outputs may be inaccurate, incomplete, inconsistent, biased, irrelevant, or otherwise inappropriate without human review; and
(d) Murphi.ai makes no warranty or guarantee regarding the accuracy, reliability, consistency, suitability, timeliness, or fitness for any particular purpose of any output.

III. Responsibility for PHI and Sensitive Data

3.1 Scope. Murphi.ai may process Protected Health Information (“PHI”) as defined under HIPAA and other sensitive data in connection with the Services.
3.2 Your Responsibility. You are solely responsible for ensuring compliance with organizational PHI and data-protection policies when uploading, processing, storing, or downloading PHI.
3.3 Devices and Networks. You shall:
(a) Follow your internal compliance and IT-security policies before uploading or processing PHI;
(b) Access and handle PHI only via secure, authorized devices and organization-approved networks; and
(c) Strictly refrain from using personal devices, personal accounts, or unauthorized networks.
3.4 Exclusion of Liability. Murphi.ai assumes no responsibility or liability for PHI mishandled in violation of these obligations.

IV. No Liability for Reliance Without Human Review

Murphi.ai shall have no responsibility or liability for any reliance, decision, action, omission, or outcome resulting from use of outputs without human review, validation, and professional oversight.

V. AI Clinical Decision Support Disclaimer

Assistive Use Only – The Services support licensed healthcare professionals but do not diagnose, prescribe, or provide clinical treatment.
ii. No Reliance Without Clinical Review – Clinicians remain fully responsible for reviewing outputs, verifying recommendations, and making all medical decisions.
iii. No Warranties – Murphi.ai does not guarantee that outputs will be error-free, clinically appropriate, or achieve specific outcomes. Use is strictly at the user’s own risk.
iv. Limitation of Liability – Murphi.ai, its affiliates, licensors, and suppliers shall under no circumstances be liable for malpractice claims, injuries, damages, or losses arising from reliance on outputs.
v. Clinician Acknowledgment – By using the Services, clinicians acknowledge and agree they retain sole responsibility for patient care and compliance with applicable law.
vi. Pass-Through Disclaimer – Customers shall ensure that end users are presented with disclaimers stating:
• AI services are assistive only.
• AI services do not diagnose, prescribe, or make clinical decisions.
• Clinicians remain solely responsible for all patient-care decisions.
vii. Integration and Enforcement – Customers must integrate disclaimers into workflows and obtain clinician acknowledgment prior to use. Customers shall not alter, obscure, or remove disclaimers.
viii. Indemnification – Customers and Murphi.ai shall indemnify and hold harmless each other against claims, damages, or liabilities arising from misuse of the Services, except where caused by willful misconduct. 

VI. Data Security, Storage, and Purging

6.1 Safeguards & Framework Alignment. Murphi.ai employs administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of customer data. Such safeguards are aligned with HIPAA, SOC 2 (Annual Compliance Review Process in Progress), and ISO/IEC 27001 frameworks.
6.1.1 Scope of Alignment. Alignment refers to Murphi.ai’s internal policies, controls, and processes that are designed with reference to these frameworks. Alignment does not itself constitute certification or attestation unless expressly stated in a separate, current certificate or report.
6.1.2 Independent Assessments. Murphi.ai may undergo independent assessments or audits from time to time. The status of any SOC 2 review and any ISO/IEC 27001 certification (or scope statements) may change and shall be determined solely by the most recent formal attestation/certification documents, if any.
6.1.3 Customer Due Diligence. Customers remain responsible for performing their own risk assessments and for determining whether Murphi.ai’s controls, as aligned with the above frameworks, are appropriate for their regulatory and organizational requirements.

6.2 No Absolute Guarantee. Murphi.ai does not guarantee that unauthorized access, misuse, disclosure, alteration, or loss will never occur and expressly disclaims liability to the maximum extent permitted by law for any such occurrence.

6.3 Temporary Retention. Murphi.ai may temporarily retain contextual data, PHI, system logs, and usage data as reasonably necessary:
(a) To improve accuracy and contextual performance of the Services;
(b) To provide, operate, support, troubleshoot, and enhance functionality; and
(c) To fulfill billing, auditing, security monitoring, fraud prevention, and legal/compliance obligations.

6.4 Deletion Upon Termination. Upon termination of Services, Murphi.ai shall permanently delete all customer-specific contextual data and PHI within thirty (30) days, except where applicable law, regulation, or valid legal process requires longer retention, in which case data shall be retained only as required and securely deleted thereafter.

6.5 Security Incidents. In the event of a confirmed security incident affecting customer data, Murphi.ai will provide notice to the designated customer contact(s) without undue delay after becoming aware, consistent with applicable law and taking into account legitimate law-enforcement and containment needs.

6.6 Customer Security Responsibilities. Customers are responsible for: (i) configuring and managing their users and access controls; (ii) maintaining security of endpoints/devices and networks used to access the Services; (iii) enforcing their internal PHI and IT-security policies; and (iv) promptly notifying Murphi.ai of suspected misuse of credentials or unauthorized access relating to their accounts.

VII. Customer Responsibility for Output Retention

You are solely responsible for downloading, preserving, and securely storing any reports or outputs generated. Murphi.ai does not guarantee long-term storage or future availability of outputs, which may be deleted in accordance with data-retention policies.

VIII. Data Ownership

Customers retain full ownership of all input data, PHI, and outputs generated. Murphi.ai does not claim ownership of customer data at any stage.

IX. Intellectual Property and Use Restrictions

9.1 All rights, title, and interest in and to the Services, including AI models, algorithms, software, and related intellectual property, are the exclusive property of Murphi.ai.
9.2 Customers and end users are granted only a limited, non-exclusive, non-transferable license to use the Services as permitted under their agreement with Murphi.ai.
9.3 Unauthorized copying, reverse-engineering, sublicensing, modification, or resale is strictly prohibited.

X. Limitation of Liability

10.1 To the maximum extent permitted by law, Murphi.ai shall under no circumstances be liable for:
(a) Misuse, misinterpretation, or reliance on outputs;
(b) Improper handling of PHI by customers or end users;
(c) Reliance on outputs without human review;
(d) Failure to comply with organizational or regulatory requirements; or
(e) Indirect, incidental, special, consequential, punitive, exemplary, or enhanced damages, including loss of profits, revenue, data, goodwill, or business opportunities, whether foreseeable or not and regardless of theory of liability.
10.2 Murphi.ai’s aggregate liability, if any, shall be strictly limited to the remedies expressly stated in the applicable written agreement.

XI. Customer and End-User Obligations

By using the Services, you agree to:
(a) Use AI features responsibly and in compliance with law, regulation, and organizational standards;
(b) Handle PHI strictly within your organization’s compliance framework and on approved devices/networks;
(c) Recognize that AI outputs are assistive only and subject to mandatory human review; and
(d) Accept sole responsibility for all actions, omissions, and outcomes arising from reliance on outputs.

XII. Changes to These Terms

12.1 Sole Discretion. Murphi.ai may, at its sole discretion, add, amend, or delete provisions of these Terms at any time.
12.2 Effective Date & Notice. Changes are effective upon posting on Murphi.ai’s website (or on the effective date specified therein). Where required by law or where changes materially affect paid Services, Murphi.ai will provide reasonable advance notice.
12.3 Immediate Changes. Changes addressing legal, regulatory, security, or safety issues may take effect immediately upon posting.
12.4 Acceptance. Continued use of the Services constitutes acceptance of modified Terms. If you do not agree, you must cease use and follow contractual termination procedures.

XIII. Governing Law, Jurisdiction, and Dispute Resolution

13.1 Governing Law. This Agreement shall be construed, governed, and enforced under the laws of the United States and the State of Delaware, without regard to conflict-of-laws rules.
13.2 Mediation First. Parties shall attempt to resolve disputes through good-faith mediation in Delaware (or virtually if agreed), in accordance with AAA procedures or another mutually agreed body. Each Party shall bear its own costs; mediator fees shall be shared equally. If unresolved within thirty (30) days after commencement (unless extended by written agreement), the matter proceeds to arbitration.
13.3 Binding Arbitration. If mediation fails, disputes shall be resolved by binding arbitration under AAA rules. Arbitration shall be conducted in English and seated in Delaware. The tribunal shall consist of one arbitrator appointed by agreement or under AAA rules. The arbitrator’s decision shall be final and enforceable in any competent court.
13.4 Judicial Enforcement. Judicial enforcement of arbitration awards, or disputes not subject to arbitration, shall be brought exclusively in U.S. federal or Delaware state courts. Parties waive jurisdictional and venue objections.
13.5 Costs. Each Party shall bear its own attorney fees and costs, unless otherwise ordered by a mediator, arbitrator, or court.

XIV. Contact Information

Deskfactors Inc. (Murphi.ai)
4804 Page Creek Lane
Durham, North Carolina 27703
Email: info@Murphi.ai

Ver 1.0 Published on Aug 16, 2025