This Nubank Contributor Agreement (“NCA”) applies to any contribution that you make to any product or project managed by Nubank (the “project”), and sets out the intellectual property rights you grant to us in the contributed materials. The term “us” or "Nubank" shall mean Nu Holdings and any of its entities, subsidiaries, affiliates or companies part of the Nubank group. The term “you” shall mean the copyright owner or the legal entity authorized by the copyright owner identified below that is making this NCA with Nubank. For legal entities, the entity making the Contribution and all other entities that control, are controlled by, or under common control with the entity are considered to be a single Contributor. For the purposes of this definition, “control” means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity. If you agree to be bound by these terms, fill in the information requested below and sign the NCA where indicated below. Read this agreement carefully before signing. These terms and conditions constitute a binding legal agreement and its objective is to guarantee protection to both you and Nubank.
CONTRIBUTION. The term 'contribution' or ‘contributed materials’ shall mean any source code, object code, patch, tool, sample, graphic, specification, manual, documentation, or any other original material of authorship posted or submitted by you to the project, including any modifications or additions to an existing work, that is submitted by you to Nubank for inclusion in, or documentation of, any of the open source projects owned or managed by Nubank.
GRANT OF COPYRIGHT LICENSE. With respect to any worldwide copyrights, or copyright applications and registrations, in your contribution:
- you hereby grant to us and to recipients of software distributed by Nubank a perpetual, irrevocable, non-exclusive, worldwide, no-charge, royalty-free, unrestricted copyright license to exercise all rights under those copyrights. This includes, at our option, the right to sublicense these same rights to third parties through multiple levels of sublicensees or other licensing arrangements, reproduce, prepare derivative works of, publicly display, publicly perform, and distribute Your Contributions and any derivative works;
- you agree that Nubank can do all things in relation to your contribution as if Nubank were the sole owner, and if Nubank makes a derivative work of your contribution, the ownership of the derivative work will be us;
- you agree that you will not assert any moral rights in your contribution against us, our licensees or transferees;
- you agree that we may register a copyright in your contribution and exercise all ownership rights associated with it; and
- you agree that neither of us has any duty to consult with, obtain the consent of, pay or render an accounting to the other for any use or distribution of your contribution.
GRANT OF PATENT LICENSE. With respect to any patents you own, or that you can license without payment to any third party, you hereby grant to us and to recipients of software distributed by Nubank a perpetual, irrevocable, non-exclusive, worldwide, no-charge, royalty-free license to:
- make, have made, use, sell, offer to sell, import, and otherwise transfer your contribution in whole or in part, alone or in combination with or included in any product, work or materials arising out of the project to which your contribution was submitted, and
- at our option, to sublicense these same rights to third parties through multiple levels of sublicensees or other licensing arrangements.
- If any entity institutes patent litigation against you or any other entity (including a cross-claim or counterclaim in a lawsuit) alleging that your contribution constitutes direct or contributory patent infringement, then any patent licenses granted to that entity under this NCA for that contribution shall terminate as of the date such litigation is filed.
EFFECT. The rights that you grant to us under these terms are effective on the date you first submitted a contribution to us, even if your submission took place before the date you sign these terms. Any contribution we make available under any license will also be made available under a suitable FSF (Free Software Foundation) or OSI (Open Source Initiative) approved license.
ORIGINALITY. You covenant, represent, warrant and agree that:
- each contribution that you submit is and shall be an original work of authorship and you can legally grant the rights set out in this NCA;
- to the best of your knowledge, each contribution will not violate any third party's copyrights, trademarks, patents, or other intellectual property rights; and
- each contribution shall be in compliance with Brazilian laws and other applicable laws.
You agree to notify us if you become aware of any circumstance which would make any of the foregoing representations inaccurate in any respect. Nubank may publicly disclose your participation in the project, including the fact that you have signed the NCA. JURISDICTION. This NCA is governed by the laws of Brazil. The Court of the City of São Paulo – Brazil, is hereby elected, with the express waiver of any other, no matter how privileged it is to resolve any questions or judicial settlement regarding this NCA.
YOUR AUTHORIZATION TO GRANT: you represent that you are 18 years of age or older, that you are competent to enter into agreements, that you are not a fraudster, that there are no laws or restrictions preventing you from entering into this NCA, and that you are legally entitled to grant all licenses contained in this NCA. If your employer(s) has rights to intellectual property that you create that include, or could include, your contributions, you represent that you have received permission to make contributions on behalf of that employer or that employer has waived any rights for your contributions to Nubank. If you are executing this Agreement on behalf of an entity, you also represent that you are empowered to enter into this NCA on behalf of that entity.
NO WARRANTIES. Unless required by applicable law or agreed to in writing, you provide your contributions on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.