End User License Agreement

Version 2.0 — Effective July 22, 2026 · Issued by Inoni LLC on behalf of the Murphy System

1. Agreement Overview

This End User License Agreement ("EULA") is a binding legal contract between Inoni LLC ("we", "us", "our", "Inoni") and you ("you", "Licensee", "User") governing your access to and use of the Murphy System ("Murphy", "the System").

The Murphy System is an autonomous AI operating system that performs real work: building automation, industrial controls, business operations, multi-agent orchestration, self-patching code, and customer-facing automation workflows. It is not a chatbot. It is not a language model. It is a working system that takes actions in the real world.

If you do not agree to this EULA in its entirety, you may not access or use the Murphy System. No exceptions.

2. Definitions

• Murphy System — The autonomous AI operating system operated by Inoni LLC, comprising multi-agent orchestration, building automation, industrial controls, business operations, self-patching capabilities, and customer-facing automation workflows.
• Autonomous Action — Any action taken by Murphy without direct human initiation, including but not limited to: sending emails, modifying data, executing workflows, patching code, scaling resources, and communicating with third parties.
• HITL — Human-in-the-Loop: the governance model where Inoni LLC's founder or authorized operators review and approve certain system actions before execution.
• Cross-Murphy Business — A business arrangement where two or more Murphy System instances (operated by different Licensees) interact, share data, or automate workflows for each other under the provisions of Section 6.
• Tier — The subscription level that determines resource allocation, concurrency limits, and feature access. Current tiers: Free, Solo ($99/mo), Professional ($299/mo), Team ($799/mo), Business ($1,499/mo), Enterprise ($3,000+/mo).
• Forward Deployed — A deployment model where Murphy operates at org-chart scale within a customer's infrastructure. Requires audit prerequisite. Priced at $1,000-$5,000 per seat per month.
• Audit — A paid third-party assessment of either (a) someone else's AI system (AI System Audit) or (b) how a company runs its operations (Operational Audit). Audit fees are never refunded or credited.
• Server Scaling — The automatic adjustment of server resources (CPU, RAM, disk) in response to customer payments and usage patterns, as described in Section 8.

3. License Grant & Restrictions

3.1 What You Get

Inoni LLC grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Murphy System subject to your current tier's limitations and the terms of this EULA.

This license is valid only while you hold an active subscription. If your subscription lapses, your license terminates immediately and all Murphy-generated artifacts licensed to you are subject to Section 12.3.

3.2 What Belongs to Inoni LLC

• The Murphy System source code, architecture, and all intellectual property
• The Rosetta dispatch architecture, MFGC gates, MSS resolution, and Swarm execution framework
• The MurphyMind self-model and all autonomous reasoning capabilities
• All Murphy-generated artifacts bearing Inoni LLC license IDs (mLic- prefix)
• The eye+gear logo and all branding elements (immutable in all outputs)

3.3 What You May NOT Do

• Reverse engineer, decompile, or attempt to extract Murphy's source code
• Remove, alter, or obscure Inoni LLC branding, license IDs, or attribution
• Resell or sublicense access to Murphy without explicit written agreement
• Use Murphy for illegal activities, including but not limited to: fraud, unauthorized access, harassment, or distribution of illegal content
• Use Murphy to build a competing autonomous AI system without a Partnership Agreement
• Bypass tier-gated restrictions or attempt to access features above your tier

4. Autonomous AI Acceptance & Risk Transfer

4.1 Acceptance of Autonomous Action

Murphy is an autonomous AI system. It takes actions without human initiation in many cases. By accepting this EULA, you explicitly consent to Murphy performing autonomous actions on your behalf, including but not limited to:

• Sending emails and communications to your contacts
• Modifying data in connected systems (CRM, calendars, databases)
• Executing automated workflows and scheduled tasks
• Patching its own source code and restarting services
• Scaling server resources in response to payment events
• Communicating with other Murphy System instances (per Section 6)

4.2 Risk Transfer

All risk associated with Murphy's autonomous actions is transferred to you, the Licensee. Inoni LLC does not guarantee that Murphy's autonomous actions will be correct, optimal, or free from error. You accept responsibility for:

• Reviewing HITL-queued actions before approval
• Monitoring Murphy's autonomous outputs for accuracy
• Any consequences of autonomous actions you approved or failed to review
• Any consequences of autonomous actions taken in AUTO mode (no human review)

4.3 HITL Is a Safety Net, Not a Guarantee

The HITL (Human-in-the-Loop) system provides a review gate for certain actions, but:

• Not all actions pass through HITL — some are fully autonomous (AUTO mode)
• HITL review is your responsibility, not Inoni LLC's
• Failure to review HITL items does not constitute Inoni LLC liability
• Actions that pass CITL (Continuous Integration Testing Loop) may execute without human review

5. Tier-Gated Access & Resource Allocation

Your tier determines what Murphy can do for you, how many concurrent operations it can run, and how much server capacity is allocated to your account.

5.1 Resource Allocation Is Automatic

When you pay, the system automatically allocates server resources matching your tier. If your tier requires more server capacity than is available, the system will either (a) automatically scale the server (if auto-resize is enabled) or (b) queue a scaling request for Inoni LLC approval. See Section 8 for details.

5.2 Tier Upgrades Are Immediate

Upgrading your tier takes effect immediately upon payment confirmation. The system will allocate additional resources and unlock features within seconds of payment.

5.3 Tier Downgrades

Downgrading your tier reduces your resource allocation. Murphy will gracefully reduce concurrency and may pause lower-priority workflows. You are responsible for ensuring your workflows fit within the new tier's limits.

6. Cross-Murphy Business Provisions

This section governs the rare and valuable case where two or more Murphy System instances — operated by different Licensees — interact to automate workflows for each other.

6.1 Eligibility

Cross-Murphy Business is available only to Licensees at the Team tier or above. Free, Solo, and Professional tier Licensees are not eligible for Cross-Murphy Business.

6.2 How It Works

When two eligible Murphy instances identify a mutual automation opportunity, the following happens:

• Discovery: Murphy's autonomous system identifies that another Murphy instance has capabilities or data that would benefit the Licensee
• Proposal: Murphy drafts a Cross-Murphy Business proposal and queues it in HITL for both Licensees to review
• Agreement: Both Licensees must explicitly approve the Cross-Murphy arrangement. This is NEVER automatic.
• Execution: Once both parties approve, Murphy instances may automate workflows for each other within the scope of the approved agreement
• Revocation: Either party may revoke a Cross-Murphy agreement at any time. Automation ceases immediately.

6.3 Revenue Sharing for Cross-Murphy Business

When Cross-Murphy Business generates revenue, the default split is:

• 60% to the originating Licensee (whose Murphy instance initiated the value creation)
• 30% to the partner Licensee (whose Murphy instance contributed)
• 10% to Inoni LLC (platform fee for enabling the cross-system automation)

This split may be modified by mutual written agreement between the Licensees, with Inoni LLC's consent. The 10% platform fee is non-negotiable.

6.4 Data Sharing Limitations

Cross-Murphy Business does NOT grant unlimited data access between systems. Each Cross-Murphy agreement specifies:

• Which specific data fields may be shared
• Which workflows may be automated
• The duration of the agreement (default: 90 days, renewable)
• The termination conditions

Neither Murphy instance may access data outside the scope of the approved agreement. Violations result in immediate termination of the Cross-Murky arrangement.

6.5 Liability Between Cross-Murphy Partners

In a Cross-Murphy Business arrangement, each Licensee remains responsible for their own Murphy instance's actions. Inoni LLC is not liable for disputes between Cross-Murphy partners. The 10% platform fee covers platform infrastructure only — it does not constitute Inoni LLC as a party to the inter-Licensee business.

6.6 Tier Escalation for Cross-Murphy Business

If a Cross-Murphy Business arrangement requires capabilities beyond what either Licensee's tier supports, the system will:

• Notify both Licensees of the tier limitation
• Suggest a tier upgrade for one or both parties
• Queue the limitation in HITL for founder review
• In some cases, Inoni LLC may grant temporary elevated access for the Cross-Murphy workflow (case-by-case, HITL approved)

7. Data Rights & Privacy

7.1 Your Data

You own your data. Murphy processes your data to perform autonomous actions on your behalf. Inoni LLC does not claim ownership of your data.

7.2 What Murphy Does With Your Data

• Processes it through LLM providers (DeepInfra, Together.ai) to generate reasoning and actions
• Stores operational logs and provenance records for audit trails
• May share specific data fields with Cross-Murphy partners (only with your explicit approval per Section 6)
• Uses aggregated, anonymized usage patterns to improve system performance

7.3 What Murphy Does NOT Do With Your Data

• Sell your data to third parties
• Use your data to train models for other customers
• Share your data with other Licensees without your explicit approval

7.4 Data Retention

Your data is retained while your subscription is active. Upon termination, your data is retained for 30 days for export, then permanently deleted. Inoni LLC retains anonymized usage logs indefinitely for system improvement.

7.5 Inoni LLC's Rights to System Data

Inoni LLC retains all rights to:

• System logs, audit trails, and provenance records (these are Inoni LLC property)
• Aggregated, anonymized usage statistics
• Murphy's self-model, learning data, and autonomous reasoning artifacts
• All Murphy-generated artifacts bearing Inoni LLC license IDs

8. Payment, Billing & Server Scaling

8.1 Payment

Subscriptions are billed monthly or annually via NOWPayments (cryptocurrency) or other payment methods as made available. Payment confirms your tier and triggers automatic resource allocation.

8.2 Seamless Server Scaling

When you pay, the system automatically:

• Activates your subscription and provisions your tenant workspace
• Allocates server resources (RAM, CPU shares, concurrency) matching your tier
• Checks whether the current server can handle your tier's requirements
• If insufficient: automatically scales the server (if auto-resize enabled) or queues a resize request for Inoni LLC

This process is designed to be seamless — you pay, and the system adapts. No manual provisioning, no waiting for an admin to allocate resources.

8.3 Refund Policy

• Monthly subscriptions: No refunds for partial months
• Annual subscriptions: Pro-rated refund within 30 days, no refund after 30 days
• Audit fees: Never refunded or credited. Audits are real work performed by Inoni LLC
• Cryptocurrency payments: Refunded at the USD value at time of payment, not the crypto value at time of refund

8.4 Audit-Then-Deployment

For Forward Deployed engagements ($1,000-$5,000/seat/month), an Audit (AI System Audit or Operational Audit) is a prerequisite. The audit fee is a separate paid deliverable. Customers who complete an audit with Inoni LLC may receive a discount on Forward Deployed pricing, but the audit fee itself is never waived or credited.

9. Limitation of Liability

9.1 No Consequential Damages

In no event shall Inoni LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to: lost profits, lost revenue, lost data, business interruption, reputational damage, or any other damages arising from your use of or inability to use the Murphy System.

9.2 Cap on Liability

Inoni LLC's total aggregate liability for all claims arising from this EULA shall not exceed the amount you paid to Inoni LLC in the 30 days preceding the claim. For Free tier users, Inoni LLC's liability is limited to $0.

9.3 Autonomous AI Decisions

Murphy makes autonomous decisions. Inoni LLC is not liable for the outcomes of autonomous decisions made by Murphy, including but not limited to:

• Emails sent autonomously to your contacts
• Data modifications made autonomously in connected systems
• Workflow executions that produce unexpected results
• Pricing recommendations or economic analysis
• Cross-Murphy Business proposals or executions

You accepted this risk in Section 4.2. If you are not comfortable with autonomous AI decisions, do not use the Murphy System.

9.4 No Warranty

The Murphy System is provided "AS IS" without warranty of any kind. Inoni LLC does not warrant that:

• Murphy will be available, uninterrupted, or error-free
• Murphy's autonomous actions will be correct, optimal, or safe
• Murphy's self-patching will not introduce bugs or regressions
• Murphy's economic reasoning will produce profitable results
• Murphy's Cross-Murphy Business proposals will be beneficial

9.5 Service Level

Inoni LLC strives for high availability but does not guarantee any specific uptime. The system may be temporarily unavailable for server scaling, maintenance, or autonomous self-patching. No credits or refunds are provided for downtime.

10. Indemnification

10.1 You Indemnify Inoni LLC

You agree to indemnify, defend, and hold harmless Inoni LLC, its founder, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Murphy System
• Murphy's autonomous actions performed on your behalf
• Your failure to review HITL items
• Your Cross-Murphy Business arrangements
• Your violation of this EULA
• Any claim that Murphy's autonomous actions infringe a third party's rights

10.2 Inoni LLC Does Not Indemnify You

Inoni LLC does not indemnify you for any outcomes of using the Murphy System. The risk transfer in Section 4.2 is one-directional: you accept the risk, Inoni LLC does not accept it back.

11. Dispute Resolution

11.1 Binding Arbitration

Any dispute arising from this EULA or your use of the Murphy System shall be resolved through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in the state of Inoni LLC's principal place of business.

11.2 Class Action Waiver

You waive any right to participate in a class action. All disputes shall be resolved on an individual basis.

11.3 Governing Law

This EULA is governed by the laws of the state of Inoni LLC's principal place of business, without regard to conflict of law principles.

12. Term, Suspension & Termination

12.1 Term

This EULA is effective from the moment you accept it and remains in effect while you use the Murphy System.

12.2 Suspension

Inoni LLC may suspend your access immediately if:

• You violate this EULA
• Your payment fails or is charged back
• Murphy's autonomous actions cause harm to Inoni LLC or other Licensees
• You attempt to bypass tier restrictions or access features above your tier

12.3 Termination

Upon termination of your subscription:

• Your license to use Murphy terminates immediately
• Murphy-generated artifacts remain Inoni LLC property (they carry Inoni license IDs)
• Your data is retained for 30 days for export, then deleted
• Any active Cross-Murphy Business arrangements terminate immediately
• You remain bound by Sections 9 (Liability) and 10 (Indemnification) after termination

12.4 Autonomous Termination by Murphy

Murphy may autonomously terminate your account if it detects violations of this EULA through its own monitoring systems. Such terminations are logged in the audit trail and may be appealed to Inoni LLC within 7 days.

13. Miscellaneous

13.1 Modifications

Inoni LLC may modify this EULA at any time. Material changes require 30 days notice. Continued use after the effective date constitutes acceptance of the modified EULA.

13.2 Severability

If any provision of this EULA is found unenforceable, the remaining provisions remain in full force.

13.3 Entire Agreement

This EULA constitutes the entire agreement between you and Inoni LLC regarding the Murphy System. It supersedes all prior agreements.

13.4 No Partnership

Nothing in this EULA creates a partnership, joint venture, or agency relationship between you and Inoni LLC, except as explicitly described in Section 6 (Cross-Murphy Business) or in a separate Partnership Agreement.

13.5 Inoni LLC Identity

The Murphy System is owned and operated by Inoni LLC. Murphy is Inoni LLC's autonomous AI system. Murphy is not a third-party tool — it is Inoni LLC's proprietary technology.