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 about 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 that owns the copyright in the contribution.
"Contribution" means any work of original 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 domains and infrastructure of the organization, including, but not limited to, https://github.com/guardiafinance.
"Guardia" is the private legal entity registered under CNPJ nº 58.771.503/0001-40, which operates in the technology sector, developing open source and enterprise technology, to serve fintechs seeking to optimize financial infrastructure solutions.
2. License
Unless otherwise expressly indicated and documented 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 complete 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. Grant of Copyright License
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; and
- Sub-license these rights to third parties.
4. Grant of Patent License
The Contributor also grants a perpetual, worldwide, irrevocable (except as provided below), non-exclusive, royalty-free license for any patent owned by them that is necessary for the use, modification or distribution of the Contributions, whether alone or combined with Guardia's Projects.
This license will be automatically revoked if the Contributor initiates patent infringement litigation related to the Project or the Contributions.
5. Representations and Warranties
By accepting these terms, the Contributor confirms that:
- They are authorized to participate and share their contributions with the project, with no relevant contractual impediment (such as conflict of interest clauses with employers or third parties);
- The contributions are of their authorship. If there is any third-party content, the Contributor ensures that such material is properly identified and licensed in accordance with the terms of this Agreement;
- If contributing on behalf of a company or organization, the Contributor declares that they have proper authorization to do so — either by internal decision or through a Corporate Contributor License Agreement (CCLA);
- They will adopt reasonable care to ensure that their contributions do not have viruses, malware, backdoors or other codes intentionally harmful to the security, integrity or stability of the projects. Furthermore, the Contributor acknowledges that the responsibility for final review and validation of contributions lies with the project maintainers;
- They understand that some obligations provided in this Agreement, such as those related to licensing, liability and legal compliance, may remain valid even after the termination of this Agreement;
- If their contributions involve the processing of personal data, the Contributor guarantees that they will do so in compliance with Law nº 13.709/2018 (General Data Protection Law – LGPD) and other applicable legislation on privacy and data protection.
The Contributor declares that they possess the necessary rights over the contributions made and that they do not infringe third-party rights. They also commit to adopting reasonable care to ensure the security and integrity of the code. Should third-party questions arise, and there being proven bad faith or gross negligence, the Contributor commits to collaborate in the solution and assume any responsibilities.
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, either 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 offers no warranty regarding their functionality, security, accuracy and technical or legal compliance, nor commits to error correction or continuous support.
Guardia acknowledges that, except in cases of proven malice or bad faith, the Contributor may not be held liable, directly or indirectly, for any damages, losses, operational failures or legal disputes arising from the use, modification or redistribution of Contributions, even if these come to be incorporated into the organization's Projects.
7. Support
The Contributor has no contractual obligation to provide support, maintenance or technical assistance for Contributions made to Guardia's Projects. Collaboration is performed spontaneously, based on the principles of free and voluntary contribution.
Should the Contributor wish to offer technical support, clarifications or updates regarding their Contributions, they may do so voluntarily and non-bindingly, either free of charge or for remuneration agreed outside the terms of this Agreement, through a separate instrument.
Any provision of support does not alter the free nature of the original Contribution, nor creates employment relationship, continuity obligation or expectation of future consideration by Guardia or its representatives.
8. Third-Party Contributions
Should the Contributor wish to submit content that is not of 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 for use of third-party content lies with the Contributor.
Guardia reserves the right to refuse or exclude Contributions that do not present due clarity regarding copyright ownership or that may represent legal risk for the Projects or their users.
9. Updates
The Contributor commits to promptly inform Guardia should they become aware of any fact, circumstance or element that makes any of the declarations, warranties or information provided under this Agreement false, inaccurate or outdated. This obligation includes, for example, but is not limited to:
- Changes in copyright ownership over the Contribution;
- Conflicts or disputes over 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 by Guardia, its partners or project users.
The signing of this CLA does not establish any employment, partnership, representation, partnership or mandate relationship between the Contributor and Guardia. This agreement does not create any obligation for continued service provision, nor labor, social security or tax rights of any nature.
Without prejudice to the above, the Contributor may publicly reference their participation in the project in resumes, portfolios and professional profiles or on social networks, using the designation: "OSS Contributor | Guardia ({Project or Module Name})", in badge or text format, at their discretion. Such recognition is optional and does not imply formal relationship with Guardia. Guardia reserves the right to request adjustments in the use of this designation should it misrepresent the relationship between the parties, violate trademark usage rules or cause confusion regarding official roles.
11. No Obligation of Use
The Contributor acknowledges that Guardia has no obligation to review, accept, use, incorporate or distribute their Contributions in any Project, even if these are technically correct, compatible with the platform architecture or in compliance with the coding standards used.
The decision on acceptance, modification, rejection or disposal of a Contribution lies exclusively with the maintenance team of Guardia's Projects, 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 with 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 generates notification or justification obligation by Guardia regarding the final destination of 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 from it, to any third party that assumes, formally or informally, the governance, maintenance, support or continuity of one or more Projects of the organization.
Such assignment may occur, including in contexts of corporate reorganization, merger, spin-off, acquisition, incorporation, asset transfer or creation of foundations or specific management entities for the Projects. Guardia may carry out this assignment without 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, permanence 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 have been submitted voluntarily and have not been the subject of a specific distinct contract with Guardia. By signing this Agreement, the Contributor ratifies and confirms that all previous Contributions become automatically 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 relating to their Contributions, for the benefit 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 litigation arising from this Agreement ("Conflict") will preferably be resolved amicably.
The party feeling harmed must send extrajudicial notification to the other party, detailing the foundations of the Conflict, the intended solution and granting a period of 10 (ten) calendar days for the other party to:
- accept the presented proposal;
- present counter-proposal for amicable solution;
- substantiate their refusal, in case they disagree with any of the previous alternatives.
Additionally, if the parties agree, an impartial technical third party may be appointed to issue non-binding opinion, with the objective of facilitating a consensual solution with technical and objective basis.
If consensus is not reached, the parties commit to submit the Conflict to private mediation, to be conducted by a recognized Arbitration and Mediation Chamber, based in São Paulo/SP, according to the chamber's regulations and under the terms of Law nº 13.140/2015. Mediation will be conducted by an impartial mediator, chosen by mutual agreement, and may be performed in person or remotely. The mediator's fees will be divided equally between the parties.
If the impasse persists, the Conflict will be submitted to Common Justice, with the Forum 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, however privileged it may be.
16. Termination
This Agreement may be terminated at any time, through formal written notification to Guardia, exclusively at the Contributor's initiative. Termination will not affect licenses already granted nor any Contribution previously submitted and accepted.