P Foundation Master Services Agreement

Last Updated: November 10, 2026 · Changelog

Parties and Formation

This Master Services Agreement (the "Agreement") is between:

1. P Foundation, a District of Columbia nonprofit corporation recognized as tax-exempt under Section 501(c)(3) of the U.S. Internal Revenue Code, with offices at 700 12th St NW, Suite 700, Washington, DC 20005, United States ("P Foundation" or "Provider"); and
2. the customer named in a Service Order that refers to this Agreement ("Customer").

Provider and Customer are each a "Party" and together the "Parties".

Formation. This Agreement binds Provider and Customer from the date both Parties sign their first Service Order (the "Effective Date"). Publication of this Agreement is not an offer to supply any Service. Where Provider and Customer have signed a separate master services agreement, that agreement applies in place of this one.

Versions. Provider may update this Agreement and its Service Appendices by publishing a new version on this website. Each Service Order is governed by the version in force on the date it is signed. A later version applies to that Service Order only if both Parties agree in writing, for example by signing a new Service Order. Provider will supply any earlier version on request.

Background

A. P Foundation is a nonprofit organization that builds and operates open internet infrastructure, including internet exchanges, the OpenCache content delivery platform, and related network and digital services.

B. Customer wishes to receive one or more of those services.

1. Definitions

In this Agreement, the following terms have these meanings. A Service Appendix may add definitions for its Service.

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the voting interests or the power to direct management.
• "Console" means Provider's web console and APIs through which Customer configures and monitors a Service.
• "Customer Content" means data, content and materials that Customer or its users make available to a Service.
• "Customer Data" means Customer Content, Customer's configuration, and any Personal Data that Provider processes on Customer's behalf.
• "Documentation" means Provider's published technical documentation for a Service, as updated from time to time.
• "End User" means any person who accesses Customer's services or content through a Service.
• "Fees" means the charges, if any, stated in a Service Order.
• "Personal Data" means information relating to an identified or identifiable natural person, including IP addresses and user or device identifiers.
• "Service" means each service that Provider supplies under a Service Order, as described in its Service Appendix.
• "Service Appendix" means the service-specific terms for a Service, including any service level agreement attached to it.
• "Service Order" means an order for a Service that refers to this Agreement and is signed by authorized representatives of both Parties.
• "Third-Party Provider" means a third party that Provider uses to supply part of a Service, such as a content delivery network, DNS provider, cloud provider, data center or network operator.

2. Structure of this Agreement

2.1 Service Appendices. Each Service is described in a Service Appendix. Service Appendices are numbered in sequence and each forms part of this Agreement once agreed in writing by both Parties.

2.2 Service Orders. Provider supplies a Service only under a Service Order. Each Service Order forms a separate contract incorporating this Agreement and the relevant Service Appendix. A Service Order may vary any notice period, time limit, amount or other value in this Agreement or a Service Appendix.

2.3 Affiliates. Either Party's Affiliates may sign Service Orders under this Agreement. Customer may also allow its Affiliates to use a Service under Customer's Service Order, and Customer is responsible for their compliance.

2.4 Order of precedence. If documents conflict, they apply in this order: (a) a Service Order, for the matters it expressly varies; (b) the relevant Service Appendix, including its service level agreement; (c) the body of this Agreement; (d) the Documentation.

3. Provision of Services

3.1 Standard. Provider will supply each Service with reasonable skill and care, in line with good industry practice, and in accordance with this Agreement, the relevant Service Appendix and the Service Order.

3.2 Changes to a Service. Provider may update and improve the Services. Provider will give at least 30 days' notice before a change that materially reduces the functionality, performance or security of a Service Customer uses in production, unless the change is required for security or by law. If such a change materially harms Customer, Customer may terminate the affected Service Order without liability before the change takes effect.

3.3 Third-Party Providers. Provider may use Third-Party Providers to supply the Services. Provider remains responsible to Customer for each Service, except where a Service Appendix states that a Third-Party Provider's own terms govern part of that Service.

3.4 Register and changes. Provider will keep a current list of the Third-Party Providers that deliver Customer Content or process Customer Data for each Service at p.foundation/terms/subprocessors. Provider will give at least 30 days' notice before adding or replacing one. Customer may object on reasonable grounds within that period; if the Parties cannot resolve the objection, Customer may terminate the affected Service Order without liability.

3.5 Emergency replacement. If a Third-Party Provider fails, ends its service or becomes unsuitable at short notice, Provider may replace it immediately to protect the Service, and will notify Customer as soon as practicable.

3.6 Third-party terms by reference. Where a Service Appendix refers to a Third-Party Provider's published terms or service levels, the version in force at the time of the relevant event applies. Provider will tell Customer of material changes to those terms that it becomes aware of.

3.7 Support. Provider supports each Service as described in its Service Appendix.

4. Customer Responsibilities

4.1 Cooperation. Customer will give Provider accurate information and reasonable cooperation needed to supply the Services, and will keep its Console and API credentials secure, telling Provider promptly of any suspected compromise.

4.2 Rights in content. Customer is responsible for Customer Content and warrants that it has all rights and licenses needed for Provider and its Third-Party Providers to host, cache, transmit and deliver Customer Content as the Services require.

4.3 Acceptable use. Customer will not use, or allow End Users to use, the Services to: (a) store or deliver content that is unlawful where it is served, infringes third-party rights, or contains malware; (b) attack, probe or disrupt the Services, Provider's networks, other customers or third parties; or (c) send unsolicited bulk messages.

4.4 Laws. Customer will comply with the laws that apply to its use of the Services.

5. Fees and Payment

5.1 Fees. Fees apply only where a Service Order states them. Where a Service Order states no Fees, nothing is payable for that Service.

5.2 Invoicing. Unless a Service Order states otherwise, Provider invoices recurring Fees monthly in advance and one-time Fees on signature of the Service Order. Invoices are payable in U.S. dollars within thirty (30) days of the invoice date.

5.3 Taxes. Fees exclude taxes. Customer pays applicable sales, use, value-added and similar taxes, other than taxes on Provider's income. If withholding is required by law, the Parties will cooperate to reduce it and to obtain any available exemption.

5.4 Late payment. Overdue amounts accrue interest at 1% per month or the maximum lawful rate, whichever is lower. Provider may suspend the affected Service if an undisputed amount remains unpaid fifteen (15) days after written notice.

5.5 Disputes. Customer will notify any disputed invoice within fifteen (15) days of receipt, and pay the undisputed part on time.

5.6 Fee changes. Provider will give at least 90 days' written notice of a new or increased Fee. A Fee for a Service previously supplied free of charge applies only if Customer signs a Service Order accepting it. If Customer does not accept a change, Customer may terminate the affected Service Order at the end of the notice period without liability.

5.7 Donations. Nothing in this Agreement requires Customer to make a donation to Provider. Any voluntary donation is separate from this Agreement and gives Customer no additional rights or priority.

6. Security and Data Protection

6.1 Security. Provider will maintain appropriate technical and organizational measures to protect Customer Data against unauthorized access, loss and alteration, including access controls limited to personnel who need access, encryption of Customer Data in transit, and timely security patching.

6.2 Security incidents. Provider will notify Customer without undue delay, and within 48 hours, after becoming aware of unauthorized access to Customer Data. The notice will describe the incident, the data affected and the steps taken, and Provider will cooperate in Customer's response.

6.3 Roles. For Personal Data that Provider processes on Customer's behalf, Customer is the controller and Provider is the processor. Provider will process that Personal Data only to supply, secure, support and report on the Services, and on Customer's documented instructions.

6.4 Processor obligations. Provider will:

1. not sell Personal Data, or use it for advertising, profiling or any purpose of its own;
2. bind its personnel and Third-Party Providers that process Personal Data to confidentiality and to written terms at least as protective as this Section;
3. keep Personal Data only for the retention period in the relevant Service Appendix, or as long as needed to supply the Service;
4. help Customer respond to requests from individuals and regulators relating to the Services;
5. delete or return Customer Data within 30 days after a Service Order ends, except aggregated data that identifies no person or where law requires retention.

6.5 Transfers. Where applicable data protection law requires a transfer mechanism for Personal Data processed under this Agreement, the Parties will sign the clauses that law requires.

6.6 Aggregated data. Provider may use aggregated, anonymized statistics about the Services, including in public reports, provided they do not identify Customer or reveal its traffic or usage without Customer's written consent.

7. Confidentiality

7.1 Obligation. Each Party will keep the other Party's Confidential Information confidential and use it only to perform or receive the Services. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or would reasonably be understood to be confidential, including the terms of each Service Order, Customer's traffic and usage data, and Provider's non-public technical and partner information.

7.2 Exceptions. The obligation does not apply to information that is or becomes public through no fault of the receiving Party, was lawfully known to it before disclosure, is lawfully received from a third party without restriction, or is independently developed.

7.3 Permitted disclosure. A Party may disclose Confidential Information to its Affiliates, personnel, advisers, Third-Party Providers and subcontractors who need to know it and are bound by equivalent obligations, and where required by law, after giving the other Party prompt notice where legally allowed.

7.4 Duration. These obligations last for the term of this Agreement and 3 years after it ends.

7.5 Publicity. Neither Party will use the other's name or logo in public materials without prior written consent.

8. Intellectual Property

8.1 Customer. Customer retains all rights in Customer Content and Customer Data. Customer grants Provider and its Third-Party Providers a non-exclusive, royalty-free license, for the term of each Service Order, to host, cache, copy, transmit and deliver Customer Content solely to supply the Services.

8.2 Provider. Provider retains all rights in the Services, the Console, the Documentation and its software. Customer receives a non-exclusive, non-transferable right to use them for the term of each Service Order.

8.3 Open source. Some Provider software is published under open source licenses. Use of that software outside the Services is governed by its license, not by this Agreement.

8.4 Feedback. Provider may use Customer's suggestions to improve the Services, without obligation, provided it does not disclose Customer's Confidential Information.

9. Warranties and Disclaimers

9.1 Mutual. Each Party warrants that it is duly organized, has authority to enter into this Agreement and each Service Order, and will comply with the laws that apply to its performance.

9.2 Provider. Provider warrants that it will supply each Service in accordance with Section 3.1 and the relevant Service Appendix.

9.3 Disclaimer. Except as stated in this Agreement, a Service Appendix or a Service Order, the Services are provided "as is". To the extent permitted by law, Provider disclaims all other warranties, including merchantability, fitness for a particular purpose, and that the Services will be uninterrupted or error-free.

10. Limitation of Liability

10.1 Excluded losses. Neither Party is liable for loss of profits, revenue, subscribers or goodwill, or for any indirect, incidental, special or consequential damages, even if advised of their possibility.

10.2 General cap. Each Party's total liability arising out of or relating to a Service Order in any 12-month period is limited to the greater of USD 25,000 and the Fees paid or payable under that Service Order in the 12 months before the event giving rise to the claim.

10.3 Data and confidentiality cap. For breach of Section 6 or Section 7, each Party's total liability is limited to the greater of USD 100,000 and three times the Fees described in Section 10.2, instead of the general cap.

10.4 Third-Party Provider terms. Where a Service Appendix states that a Third-Party Provider's terms govern part of a Service, Provider's liability for a failure of that part is limited to the remedies Provider recovers from that Third-Party Provider for the same failure, except to the extent Provider itself caused or contributed to the failure.

10.5 Unlimited. Sections 10.1 to 10.4 do not limit liability for fraud, gross negligence or willful misconduct, for death or personal injury caused by negligence, for Customer's obligations under Section 11.2 or to pay Fees, or for any liability that cannot be limited by law.

10.6 Basis of the bargain. The Parties acknowledge that Provider is a nonprofit organization and that some Services are supplied free of charge, and that the limits in this Section reflect that basis.

11. Indemnities

11.1 By Provider. Provider will defend Customer against any third-party claim that a Service infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to Customer Content, open source software used as published, Third-Party Provider services, or use of a Service in breach of this Agreement. If a Service is, or is likely to be, subject to such a claim, Provider may modify or replace it, or terminate the affected Service Order. Provider's liability under this Section is subject to the cap in Section 10.3.

11.2 By Customer. Customer will defend Provider, its directors and personnel, and its Third-Party Providers against any third-party claim arising from Customer Content or from breach of Section 4.3, and will pay damages finally awarded or agreed in settlement.

11.3 Procedure. The indemnified Party will notify the other promptly, give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying Party's cost. No settlement may impose an admission or obligation on the indemnified Party without its consent.

12. Term, Suspension and Termination

12.1 Term of this Agreement. This Agreement starts on the Effective Date and continues until terminated under this Section.

12.2 Term of Service Orders. Each Service Order runs for the term it states. If it states none, it runs for an initial term of 12 months and then renews automatically for successive 12-month periods unless either Party gives at least 90 days' notice of non-renewal.

12.3 Suspension. Provider may suspend or restrict a Service only to the extent reasonably necessary to: (a) respond to an attack, security incident or legal requirement; (b) protect the Service, its infrastructure or other customers from material harm; (c) stop a material breach of Section 4.3; or (d) address non-payment under Section 5.4. Provider will notify Customer beforehand where possible, or immediately afterward, limit the suspension in scope and time, and restore the Service as soon as the cause is resolved.

12.4 Termination for convenience. A Service Order may be terminated for convenience on the notice stated in its Service Appendix or Service Order. If neither states a period, Customer may terminate on 30 days' notice and Provider on 180 days' notice.

12.5 Termination for cause. Either Party may terminate a Service Order, or this Agreement, on notice if the other Party materially breaches it and fails to cure within 30 days of notice, or becomes insolvent.

12.6 Ending this Agreement. Either Party may terminate this Agreement on 90 days' notice. Service Orders in force at the end of that notice continue under the terms of this Agreement until they expire or are terminated.

12.7 Effect. On termination of a Service Order, Provider will provide any transition assistance stated in the relevant Service Appendix, and Section 6.4(5) applies to Customer Data. Fees accrued before termination remain payable.

12.8 Survival. Sections 6.4(5), 7, 8, 10, 11, 12.7, 15 and 16 survive termination, as do any provisions of a Service Appendix stated to survive.

13. Force Majeure

13.1 Events. Neither Party is liable for failure or delay caused by events beyond its reasonable control, including war, hostilities, armed conflict, civil unrest, terrorism, government action, sanctions, national power grid failures, fuel shortages, natural disasters, epidemics, and failures of submarine cables, national backbone networks or Third-Party Providers that Provider could not reasonably have avoided or worked around.

13.2 Mitigation. The affected Party will notify the other promptly, use reasonable efforts to mitigate, and resume performance as soon as possible. This Section does not excuse payment obligations.

13.3 Prolonged events. If a force majeure event prevents a Service in a country for more than 30 consecutive days, either Party may terminate the affected Service Order for that country on notice.

14. Compliance

14.1 Sanctions and export controls. Each Party will comply with the sanctions and export control laws that apply to it, including those of the United States. Neither Party is, or is owned or controlled by, a person designated on a sanctions list that would prohibit this Agreement. Provider is not required to supply a Service in a country, or to a person, where that would breach those laws.

14.2 Anti-corruption. Each Party will comply with applicable anti-bribery laws, including the U.S. Foreign Corrupt Practices Act, and will not offer or accept any improper payment in connection with this Agreement.

14.3 Licenses. Each Party is responsible for any license or registration it needs to perform its own obligations in each country where a Service is supplied.

15. Governing Law and Disputes

15.1 Governing law. This Agreement and each Service Order are governed by the laws of the District of Columbia, United States, without regard to its conflict of laws rules.

15.2 Escalation. The Parties will first try to resolve any dispute through the escalation contacts in the relevant Service Appendix or Service Order, and then between senior executives, for at least 30 days.

15.3 Arbitration. Any dispute not resolved under Section 15.2 will be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, by one arbitrator. The seat of arbitration is London, United Kingdom, and the language is English. Either Party may seek urgent injunctive relief from any competent court.

16. General

16.1 Notices. Legal notices must be in writing and sent by email with confirmation of receipt, or by courier, to the addresses in the Service Order. Operational communications may use the channels in the Service Appendix.

16.2 Assignment. Neither Party may assign this Agreement or a Service Order without the other's written consent, except to an Affiliate or to a successor in a merger or sale of substantially all of the relevant business, on notice. Provider may also assign to a successor nonprofit or Affiliate that continues to supply the Service.

16.3 Independent parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency, joint venture or exclusivity, and Customer remains free to use other providers.

16.4 Entire agreement. This Agreement, its Service Appendices and Service Orders are the entire agreement on their subject matter and replace any earlier trial or test terms. Amendments must be in writing and signed by both Parties.

16.5 Severability and waiver. An invalid provision is enforced to the maximum extent allowed and does not affect the rest. A failure to enforce a right is not a waiver of it.

16.6 Counterparts. This Agreement and each Service Order may be signed in counterparts and by electronic signature.