Individual Contributor License Agreement (v1.0)
Guardia Serviços de Tecnologia Ltda.
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Thank you for your interest in contributing to Guardia's projects. This Contributor License Agreement ("CLA") ensures clarity regarding intellectual property rights related to your contributions, protecting the Contributor, Guardia, and other users.
Please read this document carefully before signing it. Keep a copy for your records.
1. Definitions
"Contributor" means the individual or entity holding the copyright of the contribution.
"Contribution" means any original work of authorship (including code, documentation, tests, or examples) intentionally submitted to Guardia, by any means, including but not limited to Pull Request, for inclusion in its projects.
"Project" means any repository, module, documentation, or artifact under Guardia's control, whether these repositories are public, private, internal, or hosted on other official organization domains and infrastructures, including but not limited to https://github.com/guardiafinance.
2. License
Unless expressly stated otherwise in writing at the time of submission, all Contributions submitted to Guardia's Projects will be licensed under the terms of the Apache License, Version 2.0 (the "License").
The full text of the License is available at: http://www.apache.org/licenses/LICENSE-2.0
By submitting a Contribution, the Contributor agrees that it may be redistributed and used under the terms of the License, including in derivative works or modified versions of Guardia's Projects.
3. Copyright License Grant
The Contributor grants to Guardia and users of the projects a perpetual, worldwide, irrevocable, non-exclusive, royalty-free license to:
- Reproduce, modify, adapt, publish, and distribute their Contributions.
- Create derivative works from them.
- Sub-license these rights to third parties.
4. Patent License Grant
The Contributor also grants a perpetual, worldwide, irrevocable (except as stated below), non-exclusive, royalty-free license to any patent they own that is necessary to use, modify, or distribute the Contributions, either alone or in combination with Guardia's projects.
This license will be automatically revoked if the Contributor initiates a patent infringement lawsuit related to the Project or Contributions.
5. Representations and Warranties
The Contributor represents that:
- They are legally authorized to grant this license.
- The Contributions are their original work or are clearly identified as coming from third parties, with their respective licenses.
- They are not violating third-party rights.
- Their employer, if applicable, has authorized their participation or has entered into a corporate CLA with Guardia.
6. Limitation of Liability
Except as required by law or agreed to in writing, all Contributions are provided "AS IS", without warranties of any kind, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, or non-infringement.
The Contributor declares that they make their Contributions in good faith, but does not offer any warranty regarding their functionality, security, accuracy, or technical or legal compliance, nor commits to error correction or continuous support.
Guardia acknowledges that, except in cases of proven fraud or bad faith, the Contributor cannot be held liable, directly or indirectly, for any damages, losses, operational failures, or legal disputes arising from the use, modification, or redistribution of the Contributions, even if they are incorporated into the organization's Projects.
7. Support
The Contributor has no contractual obligation to provide support, maintenance, or technical follow-up for Contributions made to Guardia's Projects. Collaboration is performed voluntarily, based on the principles of free and voluntary contribution.
If the Contributor wishes to offer technical support, clarifications, or updates about their Contributions, they may do so voluntarily and non-bindingly, either free of charge or through remuneration agreed outside the terms of this Agreement, through a separate instrument.
The eventual provision of support does not change the free nature of the original Contribution, nor does it create an employment relationship, obligation of continuity, or expectation of future consideration from Guardia or its representatives.
8. Third-Party Contributions
If the Contributor wishes to submit content that is not their direct authorship — including, but not limited to, code snippets, libraries, configuration files, documentation, images, or examples — they must clearly identify this origin at the time of submission, using the following indication:
"Submitted on behalf of third parties: [author name/license]."
Additionally, the Contributor must inform, whenever possible, the applicable licensing terms and ensure that such terms are compatible with the objectives and licenses of Guardia's Projects. The responsibility for verifying the origin and authorization of use of third-party content lies with the Contributor.
Guardia reserves the right to refuse or exclude Contributions that do not present proper clarity regarding copyright ownership or that may represent legal risk to the Projects or their users.
9. Updates
The Contributor commits to promptly inform Guardia if they become aware of any fact, circumstance, or element that makes any of the representations, warranties, or information provided under this Agreement false, inaccurate, or outdated.
This obligation includes, for example:
- Changes in copyright ownership of the Contribution;
- Conflicts or disputes about the origin of submitted content;
- Subsequent identification of unauthorized use of third-party code;
- Substantial modifications in the licensing of external dependencies used.
This update is essential to ensure the legal and technical integrity of Guardia's Projects and to guarantee the trust of the involved community.
10. Voluntary Nature of Contribution
The Contributor acknowledges that they make their Contributions voluntarily, without expectation of remuneration, financial compensation, or formal recognition from Guardia, its partners, or project users.
Signing this CLA does not establish any employment, partnership, representation, or mandate relationship between the Contributor and Guardia. This agreement does not create any obligation for continuous service provision, nor any labor, social security, or tax rights of any nature.
11. No Obligation to Use
The Contributor acknowledges that Guardia has no obligation to review, accept, use, incorporate, or distribute their Contributions in any Project, even if they are technically correct, compatible with the platform's architecture, or in compliance with the coding standards used.
The decision about accepting, modifying, rejecting, or discarding a Contribution lies solely with the Project's maintainer team, indicated by the CODEOWNERS file present in the corresponding repository or, in its absence, by the Steering Committee. This decision will be made based on technical, strategic criteria, alignment with the roadmap, and the interests of the community and organization.
This Agreement does not grant the Contributor any legitimate expectation of acceptance or permanence of the Contribution, nor does it generate any obligation of notification or justification from Guardia regarding the final destination of the submitted material.
12. Assignment
The Contributor agrees that Guardia may, at its sole discretion, assign this Agreement, in whole or in part, as well as all rights, obligations, licenses, and responsibilities arising therefrom, to any third party that assumes, formally or informally, the governance, maintenance, support, or continuity of one or more of the organization's Projects.
Such assignment may occur, including, in contexts of corporate reorganization, merger, spin-off, acquisition, incorporation, asset transfer, or creation of foundations or specific managing entities for the Projects. Guardia may make this assignment without the need for prior consent from the Contributor, provided that the third-party assignee fully assumes the terms and commitments established in this Agreement.
The Contributor acknowledges that this possibility of assignment is fundamental to ensure the continuity, perpetuity, and scalability of Guardia's Projects, including in scenarios of international expansion, governance migration, or integration with broader technological ecosystems.
13. Retroactive Effect
This Agreement applies to all Contributions made by the Contributor to Guardia before and after the date of its signature, provided that these Contributions were submitted voluntarily and were not subject to a specific different contract with Guardia. By signing this Agreement, the Contributor ratifies and confirms that all previous Contributions automatically become subject to the same terms and conditions established herein.
14. Waiver of Moral Rights
To the maximum extent permitted by applicable law, the Contributor waives and agrees not to claim any moral rights regarding their Contributions, in favor of Guardia, its licensees, partners, and users, allowing free modification, adaptation, and distribution of the same.
15. Conflict Resolution
Any and all controversy, doubt, or dispute arising from this Agreement ("Conflict") shall preferably be resolved amicably.
The party feeling aggrieved shall send an extrajudicial notification to the other party, detailing the grounds of the Conflict, the intended solution, and granting a period of 10 (ten) calendar days for the other party to:
- i. accept the presented proposal;
- ii. present a counterproposal for amicable solution;
- iii. justify their refusal, if they do not agree with any of the previous alternatives.
Additionally, if the parties agree, an impartial technical third party may be appointed to issue a non-binding opinion, with the objective of facilitating a consensual solution based on technical and objective grounds.
If consensus is not reached, the parties commit to submitting the Conflict to private mediation, to be conducted by a reputable Arbitration and Mediation Chamber, headquartered in São Paulo/SP, in accordance with the chamber's regulations and the terms of Law No. 13.140/2015. The mediation will be conducted by an impartial mediator, chosen by mutual agreement, and may be conducted in person or remotely. The mediator's fees will be equally divided between the parties.
If the impasse persists, the Conflict will be submitted to Common Justice, with the Court of the Capital of the State of São Paulo being elected as competent to resolve any issues arising from this Agreement, with express waiver of any other, no matter how privileged it may be.
16. Termination
This Agreement may be terminated at any time, by formal written notice to Guardia, exclusively at the Contributor's initiative. Termination will not affect already granted licenses nor any previously submitted and accepted Contribution.