Terms of Service

Last updated, effective: October 27, 2026

Acceptance of Terms

By using this website, creating an account, joining a Basic Memory workspace, subscribing to Basic Memory Cloud, claiming or joining a partner account, using Basic Memory software, or otherwise using our services, you agree to these Terms of Service. If you do not agree, do not use the services.

These terms apply to Basic Memory LLC, Basic Memory Cloud, this website, our documentation, and our open-source software where applicable.

Partner accounts, managed service provider relationships, reseller activity, implementation partner activity, consulting partner activity, and other partner programs are also subject to our Partner Terms and Partner Program Policy.

Simple Terms

Basic Memory helps people and AI assistants build persistent knowledge together. We try to keep the rules simple:

You own the content you create.
Your team workspace is its own tenant.
Members are individual people. Agents and integrations never count as members.
Agents and integrations are allowed, but you are responsible for what they do.
Basic Memory agents act on your instructions. Review their work; the results are yours.
Usage plans include credits and a spending limit you control.
We may set reasonable limits to keep the service reliable and prevent abuse.
Partners are responsible for their own customers, staff, marketing, billing, and authorized customer access.

What Basic Memory Is

Basic Memory is a knowledge management system for building persistent knowledge through natural conversations with AI assistants. We offer:

Open-source software that can run locally on your machine
Basic Memory Cloud, a hosted service for syncing, editing, and collaborating on knowledge
Basic Memory agents, hosted agents that maintain knowledge in a Cloud workspace (currently in beta)
Documentation and community resources

Our core principles:

Local-first - Your data can stay on your device when you use the local software.
Open source - Core software is available on GitHub under open licenses.
Privacy-focused - Cloud workspaces are isolated by tenant.
User control - You own your data and can export it.

Using Basic Memory Software

The Open-Source Software

Basic Memory software is free to download and use.
It is distributed under open-source licenses described in our GitHub repository.
You may modify and distribute it according to those licenses.
No Basic Memory Cloud account is required for the core local software.
You may use the local software entirely offline if you choose.

This Website

You may browse our marketing site and documentation freely.
We may collect basic analytics as described in our Privacy Policy.
Some features require account creation.

Basic Memory Cloud Service

Service Description

Basic Memory Cloud is our hosted service. It provides:

Hosted Basic Memory workspaces
Synchronization across devices
Web, mobile, and desktop access where available
Data encrypted in transit and at rest
Integration with AI assistants, agents, and other tools
Collaboration features for teams and organizations
Basic Memory agents on usage plans (beta)

Basic Memory Cloud is organized around organization workspaces. In these terms, an Organization means a Basic Memory Cloud tenant with one owner, one subscription, and one or more members. Usage plans include a set number of members. Legacy seat-based plans add members by buying and assigning seats.

Each Organization is its own tenant. Organization data is not shared with any other Organization unless you or your members intentionally export it, publish it, share it, connect an integration, or otherwise direct the service to disclose it.

Some Organizations may be managed by an authorized Basic Memory partner, managed service provider, reseller, consultant, or similar service provider. Partner-managed Organizations remain Basic Memory Cloud tenants, but partner access, partner responsibilities, customer administration, and partner billing are governed by the Partner Terms and any applicable Commercial Terms.

Beta Features

Some features are labeled beta in the product or documentation, such as Basic Memory agents. When you use a beta feature:

Beta status: The feature is in active development and may have bugs, limitations, or unexpected behavior.
No guarantees: It may change, be removed, or not work as expected.
Data safety: Keep your own exports of critical data.
Changes: We may change a beta feature's capabilities, limits, pricing, or availability.

Account Registration and Organization Accounts

To use Basic Memory Cloud, you must create an account with accurate information, keep your credentials secure, and notify us of unauthorized access. You must be at least 18 years old or have parental or legal guardian consent.

Any account holder may create an Organization. When you create an Organization, you are its Owner.

Roles

Members may have different roles within an Organization:

Owner - Full administrative control, including members, roles, billing, spending limits, public sharing settings, Organization settings, and subscription management. The Owner is the customer of record for billing purposes.
Admin - Everything a User Admin can do, plus the audit log, API keys, usage, and the spending limit. Admins cannot transfer ownership, rename the Organization, or act on the Owner.
User Admin - Editor access plus member management: inviting members, changing roles, and revoking or restoring access. User Admins cannot transfer ownership, rename the Organization, or make anyone an Owner. Available on the Business plan.
Editor - Day-to-day collaboration, including creating and editing notes and projects within the Organization workspace.
Viewer - Read-only access to the projects and notes made available to that role.

A single Basic Memory account may belong to multiple Organizations. Each Organization is independent for billing, content, access, and tenant isolation.

Invitations and Membership

Owners, and any members granted the appropriate permissions, may invite additional members to an Organization. Invitees must have or create a Basic Memory account to join.

Accepting an invitation to join an Organization does not cancel, replace, or otherwise affect any other Organization membership or subscription you already hold. If you own a separate Organization, that Organization and subscription continue unless you choose to change or cancel them.

Owners may remove members from an Organization at any time. Content created by a removed member inside the Organization remains in that Organization. Removal from one Organization does not affect the removed member's Basic Memory account, their membership in other Organizations, or any separate subscription they own.

Owner Responsibility

The Owner is responsible for the Organization's use of Basic Memory Cloud, including:

Activity by members of the Organization
Content created, imported, shared, or published within the Organization
Agents, integrations, scripts, and automated tools operating in the Organization, including Basic Memory agents
Public links and sharing settings
Member, plan, and billing administration, including the spending limit

Owners are responsible for ensuring that members comply with these terms.

Basic Memory Agents

Basic Memory agents are hosted agents that read and change content in a project of your Organization, following instructions written in a note. Basic Memory agents are a beta feature, and the Beta Features and Beta Disclaimer sections of these terms apply to them.

Your instructions, your responsibility. An agent acts on the instructions you or your members write and on the content it is given. You are responsible for those instructions, for starting and enabling agents (including agents set to run when new notes are added to a watched folder), and for how you use their results.
Changes are applied, then reviewed. An agent applies its changes to your workspace during a run. We provide run details, change history, review, and undo tools to help you inspect and reverse those changes, but they have limits. For example, undo never overwrites edits made after the run, so a note someone changed since the run is left as it is. Review agent changes and keep your own exports of critical data.
AI output can be wrong. Agents use AI models, which can produce inaccurate, incomplete, or inappropriate content. Check agent output before you rely on it. We do not guarantee the results of any run.
AI model providers. To run an agent, we send its instructions and the notes it reads while working to a third-party AI model provider, which processes them to produce the agent's work. We choose the model; the Privacy Policy names the providers we use.
Web access. If an owner or admin allows it for the workspace and an agent's note asks for it, the agent can search the web and read public web pages. Web pages are written by third parties; we don't control or vouch for their content, and agents treat it as material to read, not instructions to follow. Search queries go to the search provider named in the Privacy Policy. You are responsible for using what agents read from the web in line with the sites' terms and the law.
Scope and access. An agent can read and change only the project it belongs to, and only when both the person who wrote its instructions and the person who starts it have edit access to that project. Each agent has an on/off switch, and anyone with edit access to its project can turn it off.
Billing. Completed runs use your Organization's credits for model usage and compute. Failed and skipped runs are not billed. Agents are available on usage plans and no-card trials, and not on legacy seat-based plans.
Limits. Runs have time limits, a limit on how many can run at once based on your plan, and a waiting queue. We may pause, cancel, or limit runs to protect the service or enforce the Acceptable Use Policy.
Run records. Run details are deleted 30 days after a run finishes. Notes an agent writes, including its log note, are Your Content and stay in your project.
Agents are not members. Basic Memory agents do not count as members and do not need their own accounts.

Subscription and Billing

Basic Memory Cloud is offered on a subscription basis. Pricing and plan details are displayed at checkout and on our pricing page.

Some plans may include usage-based charges, prepaid credits, metered events, or custom pricing for agent infrastructure, automation, API usage, custom deployment, enterprise, or on-prem use. The checkout flow, billing portal, pricing page, or separate written agreement will describe the applicable usage unit, included credits, overage pricing, caps, billing timing, and any credit expiration rules.

Partner, reseller, MSP, implementation partner, consulting partner, and managed-customer billing arrangements may use separate Commercial Terms, partner checkout flows, partner invoices, usage reports, committed seats, overage settings, overage pricing, credits, or written agreements. Those arrangements are governed by the Partner Terms, applicable Commercial Terms, and any separate written agreement.

Plans and Members

Basic Memory Cloud usage plans are priced per Organization. Each plan includes a maximum number of members, an amount of usage credits each billing period, and the features and limits shown on our pricing page.

Each member is one individual person with their own account. You may not share one account or set of credentials among multiple people. Agents, integrations, API keys, scripts, and service accounts do not count as members when they act on behalf of the Organization and its members and are not used to give access to another person. High-volume automated or agent-fleet usage may require a separate plan or written agreement under the Acceptable Use Policy.

Usage Credits and Spending Limits

Usage plans measure the work an Organization does in usage credits. Credits pay for metered usage such as database compute and completed Basic Memory agent runs, as described on our pricing page. Each plan includes credits for each billing period. Included credits that go unused do not roll over to the next period. Usage beyond the included credits is charged at the rate shown on our pricing page and added to the next invoice.

Each usage plan has a spending limit, set to a default when you subscribe. The Owner and Admins can change it. When usage reaches the limit, the Organization keeps working for one more day, and then activity that needs the database and new Basic Memory agent runs are paused until the limit is raised or the next billing period begins. Pausing never deletes Your Content.

Usage is reported a day late and finalized daily, so usage dashboards lag and the limit is not enforced in real time. Usage during that extra day is billable, so the charge for a period can be somewhat higher than the spending limit.

Trials include a limited number of credits and are not charged for usage. When a trial's credits run out, work pauses until a paid plan starts.

Plan Changes

Changing plans, including moving from an individual plan to a team plan, may cancel the old subscription and start a new one. Any prorated credit, charge, or billing adjustment will be shown in the billing flow or handled by the payment processor.

Legacy Seat-Based Plans

Organizations that subscribed to a seat-based plan before Basic Memory 1.0 introduced usage plans on October 26, 2026 may stay on that plan. If you switch to a usage plan, the sections of these terms on plans, usage credits, and Basic Memory agents apply to you from then on. On a legacy seat-based plan:

Each seat is for one individual human user and one account. The Owner's account is the first seat. Each additional human member requires an additional seat.
Seat sharing is prohibited. You may not share one account or set of credentials among multiple people to avoid buying seats.
The Owner buys licenses for seats through our payment processor, and seats are assigned in the Basic Memory app. An available seat must exist before a new member can be assigned to it.
Charges for added seats may be prorated for the remainder of the current billing period. The checkout, billing portal, or in-app billing flow will show the applicable price and timing.
Basic Memory agents are not included. An Organization can switch to a usage plan to use them.

Accepting an invitation to someone else's Organization is not an upgrade of your own subscription and does not affect any subscription you already own.

Payment Processing

Payments are processed by Polar.sh or another payment processor on behalf of Basic Memory LLC. By subscribing, you authorize recurring charges to your selected payment method until you cancel.

If payment fails, we may suspend access to the Cloud Service until payment is resolved.

For usage-based or credit-based plans, you authorize us and our payment processor to track usage events, apply available credits, and invoice or charge for metered usage according to the plan terms shown at checkout or agreed in writing.

Cancellation and Refunds

You may cancel your subscription at any time. Cancellation takes effect at the end of the then-current billing cycle unless the billing flow says otherwise. We do not provide partial-month refunds unless required by law or expressly stated at checkout.

Data and Privacy

Your Content

You retain all rights to content you create, upload, import, or store in Basic Memory Cloud ("Your Content"). By using the service, you grant Basic Memory LLC a limited license to store, process, transmit, display, sync, index, and back up Your Content only as needed to provide, secure, maintain, and improve the service. This includes sending the content a Basic Memory agent needs to a third-party AI model provider when you or your members run that agent.

Tenant Isolation

Each Organization is provisioned as its own tenant. Organization content is stored and accessed independently from other Organizations. We do not share Organization content outside that tenant except as directed by authorized members, required by law, needed to provide the service, or described in our Privacy Policy.

Access Within an Organization

Content created within an Organization is accessible to members of that Organization according to their roles, project access settings, public sharing settings, and integrations. The Owner is responsible for configuring access and sharing settings appropriately.

Export and Deletion

You may export content from an Organization if your role allows it. You may delete content if your role allows it.

Upon cancellation of an Organization's subscription, content in that Organization may be retained for 30 days so the Owner can resume the subscription or export data. Content may persist in encrypted backups for up to 90 days after that retention period, after which it is permanently deleted according to our normal backup lifecycle.

Removed Members

If you are removed from an Organization, content you created within that Organization remains with the Organization. Your Basic Memory account, other Organization memberships, and separate subscriptions are unaffected.

Members with appropriate permissions may create public, read-only links to notes or other content within an Organization. Public links are treated as Organization-authorized access to the linked content.

The Owner is responsible for public sharing settings and for content made public by Organization members. We may disable public links that violate these terms, the Acceptable Use Policy, applicable law, or the rights of others.

Usage Limits and Acceptable Use

Use of Basic Memory Cloud is subject to our Acceptable Use Policy. The Acceptable Use Policy explains prohibited uses, fair-use expectations, default resource limits, and how we handle automated or agent-driven activity.

We may apply technical limits, throttling, suspension, or other restrictions to protect the service, prevent abuse, avoid noisy-neighbor impact, or enforce the Acceptable Use Policy.

Human use of Basic Memory Cloud, ordinary collaboration, and reasonable ad hoc agent use are welcome. Using Basic Memory Cloud as product infrastructure, a high-volume hosted memory layer, or a large autonomous agent-fleet backend may require a separate credit-based, usage-based, custom, enterprise, or on-prem plan.

Your Responsibilities

When using Basic Memory services, you agree to:

Use the service responsibly and legally.
Not store, process, publish, or share illegal content.
Not attempt to access data you are not authorized to access.
Not interfere with service operation.
Not abuse, overload, scan, attack, or disrupt the service.
Keep your software, credentials, API keys, agents, and integrations secure.
Ensure that members of Organizations you own comply with these terms.
Take responsibility for agents, scripts, integrations, and automated tools operating under your account or within Organizations you own, including the instructions you give Basic Memory agents.
Review AI-generated changes and output before relying on them.
Comply with applicable laws and regulations.
Respect others in community spaces.

Intellectual Property

Open-Source Software

Basic Memory core software is open source. Modifications and distributions must comply with the applicable licenses in the relevant repository.

Your Content

You retain all rights to Your Content. We do not claim ownership of it.

Our Property

This website, documentation, marketing materials, trademarks, logos, product names, and Basic Memory Cloud service are owned by Basic Memory LLC or its licensors. You may not use our branding in a way that suggests endorsement without permission.

Third-Party Services

Basic Memory integrates with third-party services such as AI assistants, AI model providers used to run Basic Memory agents, payment processors, hosting providers, identity providers, and developer tools.

Your use of third-party services may be subject to their terms.
We are not responsible for third-party service availability or actions.
Integration availability may change.

Disclaimers and Limitations

"AS-IS" Service

BASIC MEMORY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, ACCURACY, OR RELIABILITY.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASIC MEMORY LLC AND ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, OR SERVICE AVAILABILITY.

OUR TOTAL LIABILITY FOR ANY CLAIM SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM, OR $100, WHICHEVER IS GREATER.

Backups

We maintain backups for service operation, but you are responsible for maintaining your own backups and exports of critical data.

Beta Disclaimer

Beta features may be unstable, incomplete, or unavailable. Data loss is possible. No service level agreement applies to beta features unless we separately agree in writing.

Indemnification

You agree to indemnify and hold harmless Basic Memory LLC, its officers, directors, employees, contractors, and agents from claims, damages, losses, liabilities, and expenses, including legal fees, arising from:

Your use of the service
Your Content
Your violation of these terms or the Acceptable Use Policy
Your violation of law or third-party rights
Activity by members of an Organization you own
Activity by agents, scripts, integrations, or automated tools operating under your account or within an Organization you own, including Basic Memory agents you or your members configure or run
Public links or shared content created from an Organization you own

Changes to Terms

We may update these terms from time to time. Changes will be posted on this page and reflected in the "Last updated" date.

Changes are effective when posted unless we specify a later effective date. Your continued use of the services after changes become effective means you accept the updated terms.

For material changes, we may provide additional notice by email, in-product notice, or another reasonable method.

Legal: support+legal@basicmemory.com

GitHub: https://github.com/basicmachines-co/basic-memory

Address: Basic Memory LLC, Austin, Texas