Partner Terms

Last updated, effective: June 16, 2026

These Partner Terms apply when a person or business joins, claims, accesses, or uses a Basic Memory partner account, partner portal, partner API, partner CLI, managed service provider account, reseller arrangement, implementation partner arrangement, consulting partner arrangement, or other partner program offered by Basic Memory LLC.

These Partner Terms supplement our Terms of Service, Acceptable Use Policy, Privacy Policy, and Partner Program Policy. If these Partner Terms conflict with the general Terms of Service for partner-specific activity, these Partner Terms control. If we sign a separate written agreement with you, that written agreement controls over these Partner Terms for the conflicting subject matter.

Acceptance

By claiming a partner invitation, accessing the partner portal, using a partner API or CLI, creating or managing customer workspaces, purchasing a partner subscription, using partner billing terms, promoting Basic Memory as an authorized partner, or otherwise participating in a Basic Memory partner program, you agree to these Partner Terms.

If you accept these Partner Terms on behalf of a company or other organization, you represent that you have authority to bind that organization. In that case, “Partner,” “you,” and “your” refer to that organization.

If you do not agree to these Partner Terms, do not claim the partner account or use partner features.

Definitions

• Partner means a person or business authorized by Basic Memory to participate in a partner, MSP, reseller, implementation, consulting, or similar program.
• Partner Account means the Basic Memory partner account, partner portal access, partner API access, partner CLI access, partner billing relationship, and related partner records.
• Partner Owner means the person who claims or administers the Partner Account with owner-level authority.
• Partner Staff means employees, contractors, representatives, support personnel, billing users, or other users invited into the Partner Account.
• Managed Customer means a customer, client, tenant, organization, or workspace that Partner manages, administers, supports, bills, implements, or services through Basic Memory Cloud.
• Customer End User means an individual user of a Managed Customer workspace.
• Commercial Terms means the pricing, setup fees, committed seats, overage settings, overage rates, usage units, payment cadence, credits, checkout terms, or other economic terms shown in the partner portal, billing flow, order form, invoice, or separate written agreement.
• Partner Materials means Basic Memory names, logos, trademarks, product screenshots, sales collateral, documentation, code samples, templates, and other materials we make available for partner use.

Partner Account Authority

The Partner Owner is responsible for the Partner Account and for all Partner Staff. You are responsible for:

• Keeping Partner Account credentials, API keys, CLI tokens, and billing access secure.
• Ensuring Partner Staff use the partner portal, APIs, CLI, customer access, and billing tools only as authorized.
• Removing Partner Staff promptly when access is no longer needed.
• Making sure Partner Staff comply with these Partner Terms, the Terms of Service, the Acceptable Use Policy, the Privacy Policy, and the Partner Program Policy.
• All activity that occurs through your Partner Account, including activity by Partner Staff, contractors, agents, integrations, scripts, and automated tools.

We may suspend or restrict a Partner Account if we reasonably believe account credentials are compromised, access is unauthorized, payment is overdue, a Managed Customer is at risk, or the Partner Account is being used in violation of these Partner Terms.

Independent Relationship

Partner is an independent contractor. These Partner Terms do not create an employment, agency, franchise, joint venture, fiduciary, exclusive, or partnership relationship between Partner and Basic Memory.

Unless we expressly agree in writing, Partner may not:

• Bind Basic Memory to any contract or obligation.
• Make warranties, guarantees, refunds, credits, service commitments, security commitments, data commitments, or pricing promises on behalf of Basic Memory.
• Represent that Partner is an employee, agent, legal representative, or exclusive partner of Basic Memory.
• Use Basic Memory as a business opportunity, franchise, “business in a box,” or income-guarantee program.

Basic Memory may work with other partners, customers, consultants, resellers, and service providers. Partner may work with other products and services, subject to confidentiality and other obligations in these Partner Terms.

Managed Customers

Partner is responsible for its relationship with each Managed Customer. Partner acts as the Managed Customer’s authorized administrator, service provider, or agent for partner-managed Basic Memory workspaces. Partner is not Basic Memory’s agent and may not bind Basic Memory to commitments with Managed Customers.

Unless we agree otherwise in writing:

• Partner is responsible for obtaining and maintaining authorization from each Managed Customer before creating, managing, accessing, supporting, administering, billing, or configuring that customer’s Basic Memory workspace.
• By creating, claiming, connecting, or managing a Managed Customer workspace, Partner certifies that Partner has authority from the Managed Customer to administer the workspace and access workspace information as needed to provide partner services.
• Partner is responsible for its own customer agreements, customer invoices, payment collection, taxes, refunds, support obligations, onboarding promises, implementation work, and customer communications.
• Partner must ensure Managed Customers and Customer End Users comply with the Terms of Service and Acceptable Use Policy.
• Partner may not misrepresent Basic Memory’s role in the Partner’s customer relationship.
• Partner may not grant Basic Memory access rights, customer obligations, or customer-facing commitments that Basic Memory has not accepted in writing.
• Partner is responsible for offboarding Managed Customers that leave Partner’s service.

Partner-facing billing reports, customer billing statements, CSV exports, usage rows, and similar partner tools are operational records to help Partner manage and rebill customers. Unless we say otherwise in writing, they are not official invoices from Basic Memory to Managed Customers.

Customer Access and Data

Partner may receive access to Managed Customer workspaces, account information, usage information, billing labels, seat information, SSO configuration, support contact information, and other data as needed to provide partner services.

Partner must:

• Access Managed Customer data only for authorized partner services.
• Make sure Partner’s authorization covers the specific administration, support, SSO configuration, billing, and content access Partner performs.
• Use least-privilege access and appropriate administrative controls.
• Protect customer data using reasonable administrative, technical, and organizational safeguards.
• Maintain appropriate confidentiality obligations with Partner Staff and contractors.
• Promptly notify Basic Memory of any suspected unauthorized access, credential compromise, data incident, or security incident involving Basic Memory services or Managed Customer data.
• Comply with applicable privacy, data protection, consumer protection, security, export control, sanctions, anti-corruption, and professional services laws.

Partner is responsible for its own privacy notices and legal basis for any personal information Partner collects directly from prospects, Managed Customers, or Customer End Users. If Partner processes personal information for a Managed Customer, Partner is responsible for its role under applicable privacy laws.

Partner must enter into Basic Memory’s data processing agreement or another written data protection agreement before Partner manages customer workspaces or accesses customer content, unless Basic Memory agrees in writing that a separate data processing agreement is not required for the applicable partner activity. Any separate data processing agreement, business associate agreement, security addendum, or customer-specific privacy agreement must be signed by Basic Memory to bind Basic Memory. If signed, that agreement controls for the covered processing.

Commercial Terms and Partner Billing

Partner Commercial Terms may be shown in the partner portal, checkout flow, billing portal, product configuration, order form, invoice, or separate written agreement. Commercial Terms may include setup fees, committed seats, base price, overage price, billing cadence, usage units, credits, caps, payment timing, support terms, or custom commitments.

Unless your Commercial Terms say otherwise:

• Partner is billed by Basic Memory for the Partner Account, not by each Managed Customer.
• Any setup fee shown in the Commercial Terms is a one-time, non-creditable, non-refundable fee due before or during partner onboarding unless the Commercial Terms say otherwise or applicable law requires otherwise.
• Partner billing is monthly in arrears for fees, committed seats, metered usage, overages, and other charges accrued during the prior billing period.
• Partner authorizes Basic Memory and its payment processor to charge or invoice Partner for recurring fees, committed seats, metered usage, overage, credits, taxes, and other charges described in the Commercial Terms.
• Partner is responsible for all taxes, duties, assessments, and government charges associated with Partner’s purchases, resale, customer billing, and services, except taxes based on Basic Memory’s net income.
• Payment failure, chargebacks, fraud risk, or overdue amounts may result in suspension or termination of the Partner Account or Managed Customer access.
• Where available, Partner may choose overage behavior in the partner dashboard, including just-in-time provisioning that permits billable increases or a hard stop that blocks provisioning or use beyond selected limits.
• Adding seats, adding Managed Customers, enabling just-in-time provisioning or overage, or increasing commitment automatically increases current or future charges according to the Commercial Terms.
• Commitment decreases, refunds, credits, and mid-cycle commercial changes require Basic Memory support or manual amendment unless available self-serve in the partner portal.

Partner remains responsible for amounts accrued before suspension, cancellation, or termination.

Marketing, Brand, and Public Statements

Partner may use Partner Materials only as permitted by Basic Memory and only to accurately describe Partner’s authorized relationship with Basic Memory.

Partner must follow the Partner Program Policy for marketing, sales, brand use, privacy, compliance, customer communications, and prohibited conduct.

Unless we approve it in writing, Partner may not:

• Use Basic Memory trademarks in domain names, social handles, app names, company names, ads, or source identifiers in a way that creates confusion.
• Modify Basic Memory logos or brand assets.
• Copy or frame Basic Memory websites in a way that suggests impersonation or official operation by Basic Memory.
• Issue press releases, public announcements, case studies, or customer references describing the partner relationship.
• Represent that Basic Memory endorses Partner’s services, customers, pricing, implementation, claims, or advice.
• Offer coupons, discounts, promotions, contests, giveaways, or free trials on behalf of Basic Memory.

Any goodwill from Partner’s permitted use of Basic Memory marks belongs to Basic Memory.

Confidentiality

Partner may receive non-public Basic Memory business, technical, financial, security, roadmap, pricing, customer, prospect, product, operational, or partner program information. Partner may use that confidential information only to perform authorized partner activities.

Partner must not disclose Basic Memory confidential information except to Partner Staff or contractors who need it for authorized partner activities and are bound by confidentiality obligations at least as protective as these Partner Terms.

When the partner relationship ends, Partner must stop using and return or delete Basic Memory confidential information on request, except that Partner may retain copies required by law or ordinary backup systems if they remain protected.

Confidentiality obligations survive termination.

Compliance

Partner is responsible for compliance with laws and regulations that apply to Partner’s business, marketing, services, customer relationships, data handling, and resale activity.

Partner may not use, market, resell, export, re-export, or provide Basic Memory services in violation of sanctions, export controls, anti-corruption laws, privacy laws, consumer protection laws, telemarketing laws, advertising laws, or intellectual property laws.

Partner may not promote or provide Basic Memory services to sanctioned persons, comprehensively sanctioned jurisdictions, or prohibited end uses.

Term, Suspension, and Termination

These Partner Terms begin when Partner first accepts them or participates in a partner program and continue until the partner relationship ends.

Either party may end the partner relationship for convenience by providing written notice unless a separate written agreement says otherwise.

We may suspend or terminate Partner’s access immediately if Partner:

• Breaches these Partner Terms, the Terms of Service, the Acceptable Use Policy, the Privacy Policy, the Partner Program Policy, or Commercial Terms.
• Fails to pay amounts due.
• Creates security, privacy, compliance, customer, brand, fraud, abuse, or operational risk.
• Misuses Basic Memory marks or confidential information.
• Makes unauthorized commitments on Basic Memory’s behalf.
• Uses Basic Memory services for illegal, abusive, misleading, or unauthorized activity.

Upon termination, Partner must stop using partner access, Partner Materials, Basic Memory marks, confidential information, and partner-only APIs or CLI tools. We may disable Partner Staff access and restrict Managed Customer administration.

Customer Transition and Offboarding

When a Partner Account is suspended or terminated, Basic Memory may, but is not obligated to, help transition Managed Customers to direct Basic Memory accounts, another partner, exports, or another reasonable offboarding path.

Partner remains responsible for its customer communications, customer contracts, outstanding customer obligations, and any amounts owed to Basic Memory. Basic Memory may communicate with Managed Customers as needed to protect the service, comply with law, preserve data, prevent harm, or support offboarding.

If a Managed Customer leaves Partner’s service, Partner is responsible for offboarding that customer. For 90 days after Partner notifies Basic Memory in writing that a Managed Customer has left Partner’s service or should be offboarded, Basic Memory will not knowingly convert that Managed Customer to a direct paid Basic Memory account for the same workspace without Partner’s approval. This restriction does not limit Basic Memory’s ability to communicate with Managed Customers or take action needed to protect the service, comply with law, preserve or export data, prevent harm, address security or payment risk, or support reasonable offboarding.

Customer data retention, deletion, export, and backup behavior remains governed by the Terms of Service, Privacy Policy, applicable Commercial Terms, and any separate written agreement.

Indemnification

In addition to the indemnification obligations in the Terms of Service, Partner agrees to indemnify and hold harmless Basic Memory LLC, its officers, directors, employees, contractors, and agents from claims, damages, fines, losses, liabilities, and expenses, including legal fees, arising from:

• Partner’s breach of these Partner Terms, the Partner Program Policy, Commercial Terms, or applicable law.
• Partner’s services, marketing, implementation, support, resale, or customer billing.
• Partner’s relationship with Managed Customers or Customer End Users.
• Partner’s unauthorized commitments, representations, warranties, guarantees, discounts, refunds, or service promises.
• Partner’s collection, use, disclosure, transfer, or protection of personal information.
• Partner’s misuse of Basic Memory marks, Partner Materials, confidential information, APIs, CLI tools, or partner portal access.
• Activity by Partner Staff, contractors, agents, representatives, scripts, integrations, or automated tools.

Partner Limitation of Liability

To the maximum extent permitted by law, Basic Memory’s total aggregate liability for claims arising out of or related to these Partner Terms, Partner Accounts, Managed Customers, Partner Staff, partner billing, Commercial Terms, partner APIs, partner CLI tools, or partner-managed workspaces will not exceed the amounts Partner paid to Basic Memory under the applicable Partner Account during the 12 months before the event giving rise to the claim.

This partner-specific cap replaces the general Terms of Service monetary floor for partner-specific claims. Nothing in this section increases Basic Memory’s liability beyond the limitations, exclusions, and disclaimers in the Terms of Service. This section does not limit Partner’s payment obligations, tax obligations, indemnification obligations, confidentiality obligations, or liability for unauthorized access, misuse of Basic Memory services, or misuse of Managed Customer data.

Changes

We may update these Partner Terms from time to time. Changes are effective when posted unless we specify a later effective date. For material changes, we may provide additional notice by email, in-product notice, partner portal notice, or another reasonable method.

Partner’s continued participation in a partner program after changes become effective means Partner accepts the updated Partner Terms.

Survival

The sections covering Customer Access and Data, Commercial Terms and Partner Billing, Marketing and Brand, Confidentiality, Compliance, Customer Transition and Offboarding, Indemnification, Partner Limitation of Liability, Changes, and any payment obligations survive termination to the extent needed to give them effect.

Contact

Questions about these Partner Terms? Contact support+legal@basicmemory.com.