AI Terms of Use
Murphi.ai
Owned and Operated by Deskfactors Inc.
A Delaware C Corporation
Version 2.0
Effective Date: April 17, 2026
Last Updated: April 17, 2026
1. Scope and Relationship to Other Agreements
These AI Terms of Use (these “AI Terms”) govern all artificial intelligence, machine learning, natural language processing, RPA, and Agentic AI features provided through the Murphi.ai and MurphiConnect.ai platforms. These AI Terms apply to: ambient AI clinical documentation; coding validation (ICD/CPT); OASIS scoring suggestions; compliance reports; contract analysis; patient engagement AI; RCM workflow automation including claims, denials, and appeals; RPA and Agentic AI agents; autonomous and rules-based workflows; Murphi Engage AI features; and any future AI capabilities. These AI Terms are supplemental to the Terms of Service. In the event of conflict, the Terms of Service controls. In the event of conflict with a signed BAA, the BAA controls for PHI matters. These AI Terms do not constitute a BAA.
2. Data Ownership
Customer owns both input data and output data, including all AI Outputs. Murphi owns the Platform, models, algorithms, and underlying technology. Murphi retains a license to use De-Identified Data, feedback, corrections, and suggestions to improve its Services. De-identification may be performed using expert determination, safe harbor, and/or Murphi’s proprietary algorithms, individually or in any combination. De-identified data may be used without limitation. PHI-specific usage governed by applicable BAA. Ownership of outputs does not imply accuracy, completeness, or reliability, and does not increase or modify Murphi’s obligations or exposure in any way.
3. Nature of AI Outputs
AI Outputs may not always be accurate, complete, current, or reliable. All outputs — including coding suggestions, OASIS scoring suggestions, clinical documentation, compliance assessments, contract analysis, claim preparation data, appeal documentation, and all other outputs — are suggestions only. AI Outputs are not authoritative, binding, verified, or guaranteed. AI Outputs may contain inaccuracies, omissions, or errors.
4. Human-in-the-Loop Requirement
All Users must review and validate all AI Outputs before any reliance, action, submission, or decision. Outputs are not a substitute for professional judgment, medical advice, legal advice, or regulatory compliance decisions. All coding, billing, compliance, clinical, and contractual decisions require independent professional review. Exception: where Customer has consented to autonomous workflows (Section 17), those may execute without real-time review, but Customer assumes all responsibility. Clinical decisions always require human review regardless of configuration.
5. Automated Decision-Making
AI Services do not make autonomous clinical decisions. All clinical decisions require human review and authorization. The Platform is not a regulated medical device. Human-in-the-loop is mandatory for clinical decisions and cannot be waived.
6. FDA/SaMD Exclusion
AI Services provide informational and workflow support only. They do not diagnose, treat, cure, or prevent disease. Not subject to FDA premarket review. Designed to meet 21st Century Cures Act Section 3060 exclusions: (a) not intended to acquire/process medical images or signals; (b) intended for display to a healthcare professional; (c) intended for independent HCP review; (d) HCP not intended to rely primarily on the software.
7. No Professional Relationship
Use of AI Services does not create any fiduciary, agency, attorney-client, medical, advisory, or other professional relationship between Murphi and any user, customer, patient, or third party.
8. Platform Role
Murphi is a technology platform and AI processing layer. Not an auditor, arbitrator, validator, adjudicator, or decision-making authority. Does not independently verify data accuracy, completeness, or compliance. All responsibility remains with the data provider.
9. Voice/Audio AI Processing
Ambient AI processes Voice Data for transcription and documentation. Output quality depends on audio quality, environmental conditions, speaker clarity, accent, language, and recording completeness. Murphi is not responsible for inaccuracies from poor audio, incomplete recordings, ambient noise, or speech recognition limitations. Customer solely responsible for patient consent under all applicable laws.
10. RCM and Coding Disclaimers
All coding suggestions (including ICD, CPT), OASIS scoring recommendations, claim preparation data, appeal documentation, compliance reports, and all other outputs generated by Murphi are provided for informational and assistive purposes only and require mandatory independent professional review. Murphi does not provide medical, coding, billing, legal, or compliance advice. Customer shall not rely solely on Murphi outputs for any clinical, coding, billing, or regulatory decision-making. Murphi does not guarantee coding accuracy, scoring accuracy, claim acceptance, reimbursement outcomes, or regulatory compliance. Murphi shall have no liability whatsoever for claim denials, overpayments, underpayments, recoupments, regulatory penalties, False Claims Act liability, OIG audit costs, CMS TPE reviews, or any other regulatory, financial, or legal consequences arising from the use of the platform. Customer assumes sole responsibility for all coding, billing, documentation, submission, and compliance decisions. Murphi does not act as a billing provider or clearinghouse. To the extent the platform enables or facilitates claim submission through third-party integrations, Murphi acts solely as a technology intermediary and does not independently submit, validate, or assume responsibility for any claims.
11. Contract Optimizer Disclaimers
Outputs are analytical reports for informational purposes only. Not legal advice, financial advice, or negotiation services. Murphi is not a negotiation agent. Not responsible for financial outcomes of payer negotiations or contractual decisions.
12. AI Bias and Fairness
Outputs may reflect biases in training data, input data, or third-party data. Commercially reasonable efforts to mitigate bias; no guarantee of elimination. Customer responsible for evaluating outputs for fairness and anti-discrimination compliance. Murphi is not responsible for disparate impact from Customer’s use of outputs.
13. Data Quality Dependency
AI Outputs depend on quality of input data. Murphi does not independently verify data from any source. Errors in input may cause inaccurate outputs. Murphi not responsible for output errors attributable to input data quality.
14. RPA/Agentic AI Outputs
Outputs and actions from RPA Agents and Agentic AI depend on third-party platform accessibility and responsiveness. Murphi is not responsible for errors, data corruption, data loss, or unintended actions from these interactions. All liability lies solely with Customer or Partner.
15. Adversarial Use and Prompt Manipulation
Prohibited to manipulate, probe, exploit, or circumvent the AI system, including adversarial inputs, prompt injection, jailbreaking, or extraction attempts. Murphi not responsible for outputs generated through adversarial or manipulative activity.
16. Prohibited Uses of AI Outputs
Prohibited: using outputs as sole basis for clinical decisions without review; submitting AI-generated claims without verification; representing outputs as verified or guaranteed; using outputs to discriminate; generating misleading, harmful, or deceptive content.
17. Autonomous and Rules-Based Workflows
Certain features may execute without real-time human intervention where Customer has consented and configured. Murphi is not responsible for any autonomous workflow outputs, decisions, or consequences. Customer is solely responsible for all aspects. Clinical decisions always require human review regardless of configuration.
18. AI Training and Data Usage
Murphi may use data to operate, maintain, and improve Services and models. De-Identified Data may be used without limitation. PHI-specific model training governed exclusively by applicable BAA.
19. Risk Allocation
Murphi does not guarantee any specific outcome. All risk of reliance lies with Customer and User. Performance metrics are estimates, not guarantees. Customer’s ownership of output data does not alter any disclaimer or risk allocation. Murphi is not responsible for any decisions, actions, claims, or consequences based on AI Outputs, including professional malpractice, clinical negligence, medical errors, coding errors, billing errors, or any other professional error, even where such professional used or relied upon AI Outputs.
20. General Disclaimer
The general disclaimer set forth in the Terms of Service applies in full to all AI Services and AI Outputs. Murphi is not responsible for any losses, damages, costs, penalties, fines, sanctions, or adverse outcomes of any kind arising from or related to AI Services or AI Outputs.
21. Financial Terms
All financial terms, including liability caps, indemnification obligations, and financial remedies relating to AI Services, are governed exclusively by the applicable Platform Licensing Agreement, Order Form, or SOW. These AI Terms do not create any financial obligation running from Murphi to Customer or any third party.
22. Forward-Looking AI Compliance
Murphi may, at its discretion and as needed, update its AI Services to address applicable U.S. federal AI laws as they evolve. Murphi may notify Customers of material updates as it determines appropriate.
23. Relationship to Other Agreements
These AI Terms are supplemental to the Terms of Service. In the event of conflict, the Terms of Service controls. In the event of conflict with a signed BAA, the BAA controls for PHI matters. These AI Terms do not constitute a BAA.
24. Modification of Terms
Murphi reserves the right, at its sole discretion, to modify, update, or replace these AI Terms, Terms of Use, and Privacy Policy from time to time. Any material changes will be effective upon posting or as otherwise specified. Murphi may, but is not obligated to, provide notice of such changes. Customer’s continued access to or use of the platform following the effective date of any updates constitutes acceptance of the revised terms. If Customer does not agree to the revised terms, Customer must cease use of the platform.
25. Continuity of Terms
Notwithstanding any updates, modifications, or replacements to these Terms from time to time, any provisions, rights, obligations, or conditions set forth in prior versions of the Terms that are not expressly modified, superseded, or addressed in the most current version shall continue in full force and effect and are hereby incorporated by reference into the then-current Terms. In the event of any inconsistency, conflict, or ambiguity between the then-current version of the Terms and any prior version, such inconsistency shall be interpreted in a manner that most effectively preserves the intent, enforceability, and protection of Murphi.ai’s rights, interests, and remedies, and such interpretation shall prevail.
Contact Information
For questions regarding this policy,
Contact Deskfactors Inc.
Email: [info@deskfactors.com](mailto:info@deskfactors.com).
END OF AI TERMS OF USE
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
i.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. AI Powered Assistive Technology
Murphi.ai is an AI-powered assistive technology designed solely to streamline clinical documentation, compliance reviews, administrative, financial and such other related workflows. It is not intended to diagnose, treat, cure, or prevent any disease or medical condition. All outputs generated by Murphi.ai, including but not limited to summaries, progress narratives, or compliance alerts, are provided for informational and assistive purposes only and must be independently reviewed, validated, and approved by a licensed healthcare provider. Murphi.ai does not substitute for professional medical judgment and shall not be relied upon as the sole basis for clinical decision-making. By using Murphi.ai, the partner, the partner’s customers and the end users (clinicians and non-clinical staff and other support and administrative staff) acknowledge and agree that the Murphi.ai platform functions as an assistive tool and does not constitute Software as a Medical Device (“SaMD”) under applicable FDA regulations.
XIII. Changes to These Terms
13.1 Sole Discretion. Murphi.ai may, at its sole discretion, add, amend, or delete provisions of these Terms at any time.
13.2 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.
13.3 Immediate Changes. Changes addressing legal, regulatory, security, or safety issues may take effect immediately upon posting.
13.4 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.
XIV. Governing Law, Jurisdiction, and Dispute Resolution
14.1 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.
14.2 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.
14.3 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.
14.4 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.
14.5 Costs. Each Party shall bear its own attorney fees and costs, unless otherwise ordered by a mediator, arbitrator, or court.
XV. 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