Platform Terms & Conditions
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
For purposes of these Terms of Service (these “Terms”): “Agentic AI” means autonomous or semi-autonomous AI agents deployed by the Platform. “AI Outputs” means all content generated by the Platform’s AI, ML, NLP, RPA, or automated processing capabilities, including coding suggestions, OASIS scoring suggestions, clinical documentation, compliance reports, contract analysis, claim preparation data, appeal documentation, and all other outputs. “Authorized User” means any individual authorized to access the Platform. “Business Associate Agreement” or “BAA” means a separate agreement governing PHI under HIPAA. “Confidential Information” means any non-public information disclosed by either party that is designated or should reasonably be understood as confidential. “Customer” means any organization contracting with Murphi for Platform access. “De-Identified Data” means data processed to remove identifying information using methods described in Section 12. “Order Form” means an ordering document specifying Services and commercial terms. “Partner” means any entity licensing and white-labeling the Platform. “Partner Customer” means an end customer of a Partner. “Platform” means the Murphi.ai and MurphiConnect.ai platforms and all associated technology, browser extensions, APIs, RPA Agents, and Agentic AI components. “Platform Licensing Agreement” means the master commercial agreement between the Parties governing financial terms, liabilities, and commercial obligations. “PHI” has the meaning under HIPAA. “RPA Agent” means an automated agent that interacts with third-party platforms using customer-provided credentials. “Services” means all products, features, modules, and capabilities of the Platform. “User” means any authorized individual accessing the Platform. “Voice Data” means audio recordings captured by ambient AI features.
By accessing or using the Platform, Customer agrees to these Terms. These Terms, together with the applicable Platform Licensing Agreement, Order Forms, SOWs, BAAs, Privacy Policy, and AI Terms of Use constitute the entire agreement. In the event of conflict: (1) the BAA controls for PHI matters; (2) the Platform Licensing Agreement, Order Form, or SOW controls for commercial and financial terms; (3) these Terms of Service; (4) the Privacy Policy; and (5) the AI Terms of Use. All financial terms, liability provisions, indemnification obligations, and payment terms are governed exclusively by the applicable Platform Licensing Agreement, Order Form, or SOW.
Subject to compliance with these Terms, Murphi grants Customer a limited, non-exclusive, non-transferable, revocable, non-sublicensable license to access and use the Platform during the term specified in the applicable Platform Licensing Agreement solely for Customer’s internal business purposes. The Platform is licensed, not sold. No ownership rights in the Platform or its underlying technology are transferred. Partners may white-label the Platform and onboard their own customers subject to contractual terms. Murphi may also directly onboard customers independently.
Murphi operates exclusively as a technology platform, artificial intelligence processing layer, and workflow automation tool. Murphi is not a healthcare provider, Covered Entity, clearinghouse, payment processor, financial institution, money transmitter, legal advisor, negotiation agent, billing provider, or system of record. Murphi does not act as an auditor, arbitrator, validator, adjudicator, or decision-making authority. Murphi does not independently verify accuracy, completeness, or compliance of any data processed through the Platform. The Platform may or may not function accurately at all times. The Platform may produce inaccurate, incomplete, or unreliable results and outputs. The Platform may be offered, modified, suspended, or discontinued at the sole discretion of Murphi. The Platform may experience outages, crashes, errors, interruptions, or complete unavailability for any reason, including system failures, updates, maintenance, third-party dependencies, or unforeseen technical issues. Customers and Partners engage with the Platform voluntarily and entirely at their own risk, with full knowledge of these limitations.
Customer is solely responsible for: (a) accuracy, completeness, legality, and quality of all data provided; (b) compliance with all applicable laws including HIPAA, HITECH, state privacy laws, and licensing requirements; (c) long-term storage, backup, and recordkeeping of all input and output data, as the Platform is not a system of record; (d) provisioning and managing User accounts, roles, permissions, and organizational structures; (e) reviewing and independently validating all AI Outputs before any reliance, action, submission, or decision; (f) obtaining all patient consents and authorizations, including for voice recording under applicable federal and state laws, including state two-party consent and wiretapping statutes; (g) TCPA and FCC compliance for SMS and messaging communications, including consent management, opt-out processing, and message content; (h) verification of clinician licensure and scope of practice, including multi-state licensure for telehealth and cross-state communications via Murphi Engage; (i) maintaining current and accurate patient status records in all integrated systems, including timely updates for deceased, discharged, or incapacitated patients; (j) providing and maintaining valid credentials for third-party systems accessed by RPA/Agentic AI features; (k) ensuring that RPA/Agentic AI access to third-party platforms complies with those platforms’ terms of use, acceptable use policies, and access restrictions; (l) configuration, customization, and proper implementation of the Platform in white-label deployments; and (m) reconciliation of data and outputs between the Platform and Customer’s own systems of record.
Customer represents and warrants that: (a) Customer has all necessary rights, consents, and authorizations to provide data and authorize its processing; (b) Customer data does not infringe, misappropriate, or violate any third-party right; (c) Customer is not excluded from any federal healthcare program and is not on the OIG exclusion list; (d) Customer is not on any OFAC sanctions list; (e) Customer will comply with all applicable laws; (f) Customer has obtained all required patient consents, including for voice recording; and (g) Customer has authority to provide credentials for third-party systems and to authorize automated access through RPA/Agentic AI features.
Customer shall use the Platform only for lawful purposes and in compliance with these Terms. Customer shall not, and shall not permit any User to: (a) use the Platform for malicious, fraudulent, or unlawful purposes; (b) generate harmful, unlawful, defamatory, or deceptive content; (c) attempt to exploit, manipulate, or circumvent AI functionality, including through adversarial inputs, prompt injection, jailbreaking, or other techniques; (d) attempt to reverse-engineer, decompile, disassemble, or extract source code, model weights, training data, or proprietary algorithms; (e) use the Platform in violation of export control laws or sanctions; (f) submit intentionally inaccurate or falsified data; (g) use the Platform for purposes it was not designed for; or (h) access or use the Platform to store or transmit material that infringes any third-party right.
The Platform includes RPA Agents, Agentic AI components, and browser extensions that may read, write, edit, extract, and synchronize data within third-party platforms using Customer-provided credentials. All liability for RPA and Agentic AI interactions with third-party platforms lies solely with the Customer or Partner, and never with Murphi. Murphi is not responsible for: (a) any data errors, corruption, loss, or unauthorized modification caused by RPA or Agentic AI interactions; (b) violations of any third-party platform’s terms of use or access restrictions; (c) third-party platform changes affecting RPA or Agentic AI functionality, including captcha, IP blocking, rate limiting, API modifications, or access restrictions; or (d) any claim by any third party arising from automated access using Customer-provided credentials. Customer is solely responsible for ensuring it has all necessary rights and authorizations to permit automated access.
Customer’s API use is subject to rate limits, security requirements, and restrictions in the applicable Platform Licensing Agreement and Documentation. Murphi reserves the right to throttle, suspend, or terminate API access, with or without notice, in the event of abuse, excessive usage, security threats, or violations of these Terms. Customer is solely responsible for monitoring and controlling API usage by its Users and downstream systems. Murphi is not responsible for any service degradation or interruption caused by Customer exceeding usage thresholds.
Murphi integrates with third-party platforms and services including payment gateways, clearinghouses, SMS and communication providers, LLMs and AI model providers, data scraping and extraction tools, format conversion tools, and open-source software components. Murphi is not responsible for any malfunction, error, outage, data loss, security vulnerability, data breach, inaccuracy, or unavailability caused by or attributable to any third-party platform, tool, software, or service, whether proprietary or open-source. Murphi makes no guarantee regarding the quality, accuracy, timeliness, availability, or reliability of data received from any integrated third-party system. Customer is solely responsible for reconciling data and outputs between the Platform and other systems.
All software, artificial intelligence models, machine learning algorithms, workflows, designs, user interfaces, documentation, and all other components of the Platform, together with all intellectual property rights therein, are and shall remain the exclusive property of Deskfactors Inc. All copyrights, trademarks, trade secrets, patents, and other intellectual property rights are owned by Deskfactors Inc. No ownership rights in the Platform or its underlying technology are transferred. Customer owns both input data and output data as set forth in Section 12. Third-party content, including logos, trademarks, and images, remains the property of its respective owners. Murphi.ai and all associated brand extensions, including MurphiConnect.ai, are owned exclusively by Deskfactors Inc.
Customer owns both input data and output data, including all AI-generated outputs. Murphi owns the Platform, models, algorithms, and underlying technology. Murphi retains a broad, perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use De-Identified Data, aggregated data, feedback, corrections, suggestions, usage data, and performance data to operate, maintain, improve, enhance, and develop its Services and models. PHI-specific usage governed exclusively by the applicable BAA. Customer’s ownership of AI Outputs does not imply, warrant, or guarantee accuracy, completeness, reliability, or fitness for any purpose. All disclaimers and risk allocations in these Terms apply regardless of Customer’s ownership of output data.
De-identification may be performed using any one or any combination of the following methods at Murphi’s sole discretion: (a) expert determination; (b) safe harbor (removing eighteen HIPAA-specified identifiers); and/or (c) Murphi’s proprietary technical algorithms and automated processes. De-identified data is not PHI and may be used by Murphi without limitation for any lawful purpose.
Each party agrees to hold the other’s Confidential Information in strict confidence. Exclusions: publicly available information; information independently developed; information required to be disclosed by law. The obligations of confidentiality shall survive termination for five (5) years; obligations regarding trade secrets shall survive indefinitely.
Platform licensed, not sold, to Partners. License limited to duration and scope of the applicable agreement. Partners are solely responsible for: their own customer agreements; configuration, customization, and implementation; user provisioning, roles, and access controls; data segregation between their customers; and compliance with all applicable laws. Murphi is not liable for any Partner’s implementations, configurations, customizations, or downstream use. Murphi’s obligations run only to its direct contracting party. Murphi has no direct obligation to, and assumes no liability toward, any end user of a Partner, any Partner Customer, or any downstream third party, absent a separate written agreement.
Murphi is not a Covered Entity. Where applicable, Murphi operates as a Business Associate under a separately executed BAA. These Terms do not constitute a BAA. BAA controls for PHI obligations to the extent of conflict. Nothing in these Terms limits obligations assumed under a BAA to the extent required by HIPAA.
Murphi shall use commercially reasonable efforts to make the Platform available. Murphi does not guarantee any specific level of uptime, availability, or performance. The Platform may experience downtime, interruptions, crashes, errors, degraded performance, or complete unavailability for any reason. Murphi is not responsible for any losses, damages, costs, or adverse outcomes resulting from Platform unavailability or interruptions. Specific service level commitments, if any, shall be as set forth in the applicable Platform Licensing Agreement.
THE PLATFORM AND ALL SERVICES, AI OUTPUTS, RPA AND AGENTIC AI FEATURES, AND RELATED TECHNOLOGY ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MURPHI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, TIMELINESS, UNINTERRUPTED SERVICE, AND ERROR-FREE OPERATION. MURPHI DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. CUSTOMER ACKNOWLEDGES THAT IT IS USING THE PLATFORM ENTIRELY AT ITS OWN RISK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM MURPHI OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY SET FORTH HEREIN.
All outputs including ICD/CPT coding suggestions, OASIS scoring suggestions, compliance assessments, and all other clinical or operational assessment outputs are suggestions only and require mandatory independent professional review and validation by qualified professionals before any use, reliance, submission, or action. Murphi is not a billing provider, healthcare clearinghouse, or claims submitter. Murphi does not submit claims on its own behalf. Murphi is not responsible for claim denials, overpayments, underpayments, reimbursement outcomes, payer decisions, regulatory penalties, fines, sanctions, recoupments, False Claims Act liability, OIG audit costs, CMS Targeted Probe and Educate reviews, or any other regulatory, legal, or financial consequence resulting from Customer’s use of, reliance on, or submission of AI-generated outputs. Customer assumes sole responsibility for claim accuracy, coding decisions, submission, and regulatory compliance.
The Contract Optimizer provides analytical reports for informational and decision-support purposes only. It does not provide legal advice, financial advice, or negotiation services. Use does not create an attorney-client, advisory, fiduciary, or other professional relationship. Murphi is not a negotiation agent. Murphi is not responsible for financial outcomes of any payer negotiation, contract decision, or business decision based on Contract Optimizer outputs.
Murphi sends messages on behalf of Customers as a technology platform and is not the sender of record. Customer is solely responsible for: TCPA and FCC compliance including consent management, opt-out processing, and message content; ensuring healthcare-exempt messages do not contain billing, collection, or marketing content without separate consent; verification of clinician licensure for cross-state communications; and maintaining current patient status records. Murphi relies on Customer-maintained records and is not responsible for communications sent to patients whose status has changed, including deceased, discharged, or incapacitated patients.
Certain Platform features may execute rules-based decisions or automated workflows without real-time human intervention where Customer has explicitly consented to and configured such autonomous operation. Murphi is not responsible for any issues, errors, inaccuracies, or adverse outcomes associated with autonomous workflow outputs, decisions, or actions. Customer is solely responsible for consenting to autonomous operation, configuring all rules and parameters, monitoring performance, validating outputs, and all consequences and liabilities. Clinical decisions affecting patient care or clinical outcomes require human review and authorization regardless of workflow configuration.
AI Outputs may not always be accurate, complete, current, or reliable. AI Outputs are system-generated and dependent on user inputs, configurations, and third-party data quality. All AI Outputs require human review and validation before any reliance, action, submission, or decision, except where Customer has consented to autonomous workflows per Section 22. AI Outputs are not a substitute for professional judgment, medical advice, legal advice, financial advice, or regulatory compliance decisions. All coding, billing, compliance, clinical, and contractual decisions require independent professional review.
The Platform does not make autonomous decisions affecting patient care, billing determinations, or clinical outcomes. All clinical decisions require independent human review and authorization. The Platform is not a regulated medical device. Use of the Platform does not create any fiduciary, agency, attorney-client, medical, advisory, consultative, or other professional relationship between Murphi and any Customer, User, patient, or third party.
Ambient AI features process Voice Data for clinical documentation. Customers are solely responsible for obtaining all required patient consents under applicable federal and state laws, including state two-party consent statutes and wiretapping and eavesdropping laws. Murphi does not verify that consent has been obtained.
The Platform provides informational and workflow support only. It does not diagnose, treat, cure, mitigate, or prevent any disease or condition. It does not provide patient-specific treatment recommendations. It is not subject to FDA premarket review or clearance. The Platform is designed to meet the exclusion criteria for clinical decision support software under Section 3060 of the 21st Century Cures Act (21 U.S.C. § 360j(o)): (a) not intended to acquire, process, or analyze medical images, signals from an in vitro diagnostic device, or patterns from a signal acquisition system; (b) intended for display to a healthcare professional; (c) intended for independent review by the healthcare professional; and (d) the healthcare professional is not intended to rely primarily on the software’s recommendations.
AI Outputs may reflect biases present in training data, input data, or data from integrated third-party systems. Murphi uses commercially reasonable efforts to identify and mitigate bias but does not guarantee elimination of bias or production of bias-free results. Customer is solely responsible for evaluating outputs for appropriateness, fairness, and compliance with anti-discrimination laws. Murphi is not responsible for any disparate impact, discriminatory outcome, or unfair treatment resulting from Customer’s use of AI Outputs.
Murphi does not guarantee any specific clinical, financial, operational, or compliance outcome from use of the Platform. Performance metrics, accuracy rates, or efficiency claims referenced in any materials are estimates based on specific conditions and are not guarantees applicable to all Customers or use cases.
To the maximum extent permitted by applicable law, Murphi shall not be responsible for any losses, damages, costs, expenses, penalties, fines, sanctions, or adverse outcomes of any kind incurred by any Customer, Partner, Partner Customer, User, patient, or any other party arising from or related to the use of the Platform, whether accessed directly or through a white-labeled deployment. This includes but is not limited to losses arising from: inaccuracies, errors, omissions, or deficiencies in AI Outputs; Platform downtime, crashes, interruptions, degraded performance, or unavailability; modification, suspension, or discontinuation of any feature, module, workflow, or the Platform itself; reliance on AI-generated outputs without adequate independent human review; failures, malfunctions, or errors of third-party integrations, tools, software, or services; RPA or Agentic AI interactions with third-party platforms; data quality issues in inputs from Customers, Partners, or integrated systems; Customer’s failure to maintain current patient records, valid credentials, or proper configurations; professional malpractice, clinical negligence, medical errors, coding errors, billing errors, or any other professional error by clinicians or other professionals, even where such professionals used or relied upon AI Outputs; and regulatory penalties, fines, sanctions, recoupments, False Claims Act liability, or OIG audit costs. Customers and Partners engage with the Platform voluntarily and entirely at their own risk, with full knowledge and acceptance that the Platform may or may not function as expected, may produce inaccurate or unreliable results, and may be modified, suspended, or discontinued at Murphi’s sole discretion.
All financial terms, including fees, payment terms, liability caps, indemnification obligations, breach cost allocation, and financial remedies, are governed exclusively by the applicable Platform Licensing Agreement, Order Form, or Statement of Work executed between the Parties. These Terms of Service do not create any financial obligation running from Murphi to Customer or any third party. In the absence of a signed Platform Licensing Agreement, Order Form, or SOW, Customer’s use of the Platform is subject to these Terms and Murphi shall have no financial liability of any kind to Customer.
Murphi will cooperate with valid legal process, including subpoenas and court orders, in accordance with applicable law. Customer is solely responsible for implementing litigation holds on its own data and AI Outputs. The Platform is not a system of record. Customer is responsible for maintaining its own complete records of all input and output data at all times, regardless of Murphi’s retention practices, which may change at any time at Murphi’s sole discretion.
Murphi may, at its discretion and as needed, update its Platform and practices to address applicable U.S. federal laws and regulations relating to artificial intelligence as such laws evolve. Murphi may notify Customers of material compliance-related updates through reasonable means as it determines appropriate.
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.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond reasonable control, including acts of God, pandemics, epidemics, natural disasters, fire, flood, earthquake, war, terrorism, civil unrest, government actions, embargo, sanctions, cyberattacks, distributed denial of service attacks, third-party infrastructure failures, utility outages, telecommunications failures, and labor disputes.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms shall be determined by binding arbitration administered in accordance with the rules of the American Arbitration Association, conducted in the State of Delaware. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.
Severability: If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary and the remaining provisions continue in full force. Entire Agreement: These Terms, together with Platform Licensing Agreements, Order Forms, SOWs, BAAs, the Privacy Policy, and the AI Terms of Use, constitute the entire agreement. Waiver: Failure to enforce any right is not a waiver. Notices: All notices shall be in writing and deemed given when delivered by email to the designated contact. Assignment: Customer may not assign without prior written consent. Murphi may assign in connection with a merger, acquisition, or sale of substantially all assets without consent. No Third-Party Beneficiaries: These Terms do not confer rights on any third party. Relationship of Parties: The parties are independent contractors; nothing creates a partnership, joint venture, agency, or employment relationship.
Murphi reserves the right, at its sole discretion, to add, modify, suspend, or discontinue any features, modules, workflows, brand names, or offerings, and to update pricing, terms, and conditions, at any time without prior obligation beyond applicable contractual commitments. MurphiConnect.ai or any other brand extension may be renamed, merged into Murphi.ai, or retired at Murphi’s sole discretion at any time. Customers and Partners acknowledge and agree that they have no expectation of the continued availability of any specific feature, module, brand name, or configuration of the Platform.
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.
For questions regarding this policy, contact
Deskfactors Inc.
Email: info@deskfactors.com
END OF TERMS OF SERVICE