NextBed, Inc. (doing business as Benchmark.care) — Terms of Service

1) Who We Are & What We Provide

• Benchmark provides a workflow simulation and readiness scoring platform that allows health systems and teams (“Customers”) to run case-based training for care management and utilization review staff, including simulated scenarios, AI-assisted coaching, and manager-facing scorecards.
• The Service is designed to help organizations answer questions such as whether a new hire can independently handle a specific workflow under light supervision, based on observable actions in the simulation.
• Benchmark is not a healthcare provider, does not make clinical decisions, and does not replace your internal training, oversight, or credentialing processes. You remain responsible for how you use simulation results in hiring, deployment, or performance management.

2) Eligibility

• You must be at least 18 years old and legally permitted to use the Service.
• If you use the Service on behalf of an organization, that organization must be properly licensed and authorized where required, and you represent that you have authority to bind the organization to these Terms.

3) Accounts & Access

• You are responsible for the confidentiality of your account credentials and for all activity that occurs under your account. Do not share passwords or allow unauthorized individuals to access the Service using your credentials.
• You agree to notify us promptly at bryan@benchmark.care if you suspect unauthorized access or any security incident related to the Service.
• We may enable single sign-on or integrations with your identity provider. Your organization is responsible for managing user access and role assignments within its own systems.

4) Acceptable Use

• No PHI in training content (unless specifically agreed): Scenarios are intended to use synthetic or de-identified cases. Unless we have executed a Business Associate Agreement (BAA) and configured the Service accordingly, you must not enter Protected Health Information (PHI) such as patient names, full dates of birth, medical record numbers, street addresses, personal phone/email, or other direct identifiers.
• You will not misuse the Service, interfere with its normal operation, attempt to probe or bypass security controls, or use the Service to send spam, unlawful content, or content that violates the rights of others.
• You are responsible for complying with all applicable laws, regulations, and professional obligations in your use of the Service, including labor, privacy, and anti-discrimination laws when using simulation results in employment or credentialing decisions.

5) HIPAA & PHI

• Benchmark is not your HIPAA Business Associate unless we execute a separate written Business Associate Agreement (BAA). Without a BAA in place, you will not submit PHI to the Service.
• If PHI is mistakenly submitted via the Service in a context where no BAA exists, we may take reasonable steps to remove it where feasible and may contact you or your organization.
• Even where a BAA is in place, you remain responsible for configuring the Service in line with your policies and limiting PHI to what is necessary for the intended use.

6) Simulation Content & Output

• Scenarios, rubrics, scorecards, and AI-generated feedback are training tools. They are not clinical guidance, coverage determinations, or legal advice, and should not be used as the sole basis for real patient care decisions.
• You are responsible for reviewing and validating any simulation configuration, rubric language, or feedback before using it in your organization, and for interpreting results in the context of your own policies and professional judgment.
• We may update scenarios, scoring logic, and AI prompts over time to improve realism and fairness. We will aim to keep your production configurations stable or clearly communicate material changes.

7) Fees & Changes

We may offer pilots, subscriptions, or other paid features. Pricing and commercial terms (for example, statements of work or order forms) may supplement these Terms. We may add, modify, or discontinue features and pricing from time to time, with reasonable notice where required by contract or law. Unless otherwise agreed, any changes will apply prospectively.

8) Privacy

Our Privacy Policy explains how we collect, use, and share information. By using the Service, you also agree to the Privacy Policy.

9) Intellectual Property

The Service, including software, designs, branding, text, graphics, and other content, is owned by Benchmark or our licensors and is protected by intellectual property laws. Subject to these Terms and any applicable agreement between Benchmark and your organization, we grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes. You may not reverse engineer, decompile, or create derivative works from the Service, except to the extent such restrictions are prohibited by law.

If you choose to provide feedback or suggestions about the Service, you agree that Benchmark may use that feedback without restriction or obligation to you.

10) Termination

• You may stop using the Service at any time.
• We may suspend or terminate your access to the Service (or any part of it) if you materially violate these Terms, misuse the Service, fail to pay fees when due, or if we are required to do so by law or by a third-party service provider.
• Upon termination, your right to use the Service will cease. We may retain certain records as permitted or required by law and for legitimate business purposes such as accounting, security logs, and training analytics.

11) Disclaimers

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, OR THAT TRAINING RESULTS OR READINESS SCORES WILL GUARANTEE ANY PARTICULAR OUTCOME IN YOUR OPERATIONS.

12) Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BENCHMARK AND ITS OFFICERS, EMPLOYEES, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) AMOUNTS PAID BY YOUR ORGANIZATION TO BENCHMARK FOR THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) $500.

13) Indemnification

You agree to defend, indemnify, and hold harmless Benchmark and its officers, employees, and contractors from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your content or configurations (including simulation content you supply); (c) your inclusion of PHI in violation of these Terms or applicable law; or (d) your violation of these Terms or any applicable law or regulation.

14) Changes to These Terms

We may update these Terms from time to time. If changes are material, we will provide reasonable notice, such as by updating the “Last updated” date above, displaying a notice in the app, or sending an email to account contacts. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

15) Governing Law & Venue

These Terms are governed by the laws of the State of Delaware and applicable U.S. federal law, without regard to conflict of laws principles. Except where prohibited by law, you consent to exclusive jurisdiction and venue in the state or federal courts located in Delaware for any dispute arising out of or relating to these Terms or the Service.