# Technical Charter for x402 — a Series of LF Projects, LLC

**Adopted March 31, 2026**

DocuSign Envelope ID: 37913E74-1B5B-4B37-9590-86EBA0415C24

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This Charter defines the responsibilities and procedures for technical contribution to, and oversight of, the x402 open source project (the "Project"). LF Projects, LLC (a Delaware series limited liability company) hosts the Project. All contributors ("Collaborators") must comply with the Charter's terms.

## 1. Mission and Scope of the Project

a. **Mission:** To develop an open, internet-native payment standard enabling frictionless payments for APIs, content, and other web resources.

b. **Scope:** Includes collaborative development under the Project License, covering documentation, testing, integration, and creation of artifacts supporting development, deployment, operation, or adoption of the open source project.

## 2. Technical Steering Committee

a. **Role:** Responsible for all technical oversight; meetings are intended to be public unless otherwise agreed (can be held electronically or in person).

b. **Chair Selection:** TSC may elect a Chair from Representatives; term ends upon resignation, replacement, or majority vote; in case of tie, Representative vote determines outcome (with current Chair serving as TSC Chair).

c. **Oversight Responsibilities:**
   - i. Coordinating technical direction
   - ii. Approving proposals (including incubation, deprecation, scope changes)
   - iii. Organizing and removing sub-projects
   - iv. Creating sub-committees or working groups to focus on cross-project technical issues and requirements
   - v. Appointing representatives to work with other open source or open standards communities
   - vi. Establishing community norms, workflows, issuing releases, and security issue reporting policies
   - vii. Approving and implementing policies and processes for contributing (to be published in the CONTRIBUTING file) and coordinating with the Series Manager to resolve matters or concerns
   - viii. Discussions, seeking consensus, and where necessary, voting on technical matters relating to the code base that affect multiple projects

d. The TSC may delegate certain functions and decisions to Representatives, Contributors, Maintainers, or other persons from time to time, which functions and decisions shall be published in the CONTRIBUTING file.

e. The Representatives of the TSC (and, as applicable, their associated Participating Organizations) shall be identified in the Project's governance repository, as may be updated from time to time.

## 3. TSC Representatives and Participating Organizations

a. The TSC shall initially consist of three representatives—the "Initial Representatives"—one from each of three organizations named as a "Participating Organization" as of the inception date of the Project in the PARTICIPATING_ORGANIZATIONS file (the "Participating List") in the Project's governance repository, referred to as the "Initial Participating Organizations".

b. Additional representatives ("Additional Representatives") may be added to the TSC over time by majority vote of the TSC made in accordance with Section 4. Any Additional Representative must have been a Contributor and/or Maintainer prior to taking office.

c. Additional Representatives may represent an organization or may be an individual Contributor or Maintainer (an "Individual Representative"). If a Representative purports to represent an organization for purposes of the Project and the TSC, such organization must be approved by a majority vote of the TSC (any such organization, an "Additional Participating Organization" and, together with the Initial Participating Organizations, the "Participating Organizations").

d. A Participating Organization shall always have the right to have a Representative on the TSC.

e. A Representative may be removed by majority vote of disinterested Representatives (per Section 4) under the following circumstances:
   - i. Failing to vote or abstain on ≥5 consecutive decisions within a set time frame
   - ii. Publicly stating that the x402 standard should not or will not be operated in accordance with Project principles (ref: https://github.com/coinbase/x402?tab=readme-ov-file#principles)
   - iii. Publicly making a false statement about x402
   - iv. Violating the Project's Series Agreement, CoC, or Operating Agreement of LF Projects

f. A Participating Organization may be removed via Supermajority Vote of disinterested Representatives under the following circumstances:
   - i. Its Representative fails to vote or abstain on ≥5 consecutive decisions
   - ii. The Organization publicly takes a position on its official channels (website/social media) that contradicts the x402 standard's operation
   - iii. The Organization publicly takes a position on its Official Channels that contradicts the Core Principles
   - iv. The Organization violates the Project's Series Agreement or Operating Agreement of LF Projects

g. Any Representative may also be removed if directed by a regulator with jurisdiction over the Project—and any Participating Organization may lose its status under the same condition.

## 4. TSC Voting

a. While the Project aims for consensus, any TSC decision requiring a vote will be decided by one vote per Representative.

b. Decisions are presented to the TSC for approval via vote at meetings or electronic vote without a meeting:
   - i. **Quorum:** At least 50% of applicable voting members must be present; if not met, the TSC may continue but cannot make decisions.
   - ii. **Voting thresholds:** Majority vote for most decisions, but at least 75% affirmative approval for certain items ("Supermajority Vote").

c. **Voting obligations:** Eligible Representatives must vote yes/no/abstain within 10 business days of presentation; failure to vote allows resubmission; abstentions do not count toward majority unless tied; in case of a tie, the Representative's most recent added vote determines outcome. Tenure determination based on appointment date or when an organization becomes Participating.

d. Matters requiring a Supermajority Vote include:
   - (as listed in Section 3.f and other provisions)

## 5. Contributors and Maintainers

a. The Project generally involves Contributors and Maintainers, with roles documented in a "CONTRIBUTING" file in the project's code repository:
   - i. **Contributors:** Anyone who contributes code, documentation, or other technical artifacts
   - ii. **Maintainers:** Contributors who have earned the ability to modify source code, documentation, or artifacts in the repository
   - iii. Each Representative shall be a Maintainer
   - iv. A Contributor may become a Maintainer; a Maintainer who is not a Representative may be removed as a Maintainer by majority vote of the TSC (in accordance with Section 4)

b. Participation is open to anyone abiding by the terms of the Charter.

c. The TSC has authority to establish work flow procedures, set requirements for promotion of Contributors to Maintainer status, and amend, adjust, refine, or eliminate roles—including creating new ones—and to publicly document such changes.

## 6. Compliance with Policies

a. The Charter is subject to the Series Agreement and Operating Agreement of LF Projects, and Contributors must comply with LF Projects' policies (https://lfprojects.org/policies/).

b. The TSC may adopt a Code of Conduct ("CoC") for the Project, subject to approval by the Series Manager. If a Project-specific CoC has not been approved, the LF Projects Code of Conduct applies to all Collaborators.

c. When amending or adopting any policy applicable to the Project, LF Projects will publish such policy on its website at least 30 days prior to effect—unless otherwise provided.

## 7. Community Assets

a. LF Projects (or associated hosting entities) hold title to trade/service marks used by the Project ("Project Trademarks"), and any use by Collaborators must comply with license guidelines and benefit LF Projects.

b. LF Projects may develop and own Project GitHub and social media accounts, and domain name registrations created by the Project community.

c. LF Projects shall not undertake actions inconsistent with tax-exempt status or purpose of the Joint Development Foundation or LF Projects, LLC.

## 8. General Rules and Operations

a. The Project shall:
   - i. Engage professionally while maintaining a cohesive community and upholding goodwill and esteem of LF Projects, Joint Development Foundation, and other partner organizations in the open source community
   - ii. Respect the rights of all trademark owners, including branding and trademark usage guidelines

## 9. Intellectual Property Policy

a. Copyright in new contributions will be retained by the copyright holder as independent works of authorship, and no contributor or copyright holder will be required to assign copyrights to the Project.

b. Conditions for contributions:
   - i. Inbound code must use Apache License, Version 2.0 (http://www.apache.org/licenses/LICENSE-2.0)
   - ii. Inbound code must include a Developer Certificate of Origin (DCO) sign-off via a TSC-approved process (http://developercertificate.org), binding the authorized contributor and employer if not self-employed
   - iii. Outbound code must be available under the Project License
   - iv. Documentation must be received and made available under the Creative Commons Attribution 4.0 International License (http://creativecommons.org/licenses/by/4.0/)
   - v. The Project may integrate and contribute back to upstream open source projects ("Upstream Projects"), and must comply with their license requirements—including dependencies—leveraged by the Project

c. The TSC may approve alternative licenses for inbound/outbound contributions by Supermajority Vote, requiring justification for using an alternative open source license.

d. Contributed files must contain license information, such as SPDX short form identifiers, indicating the open source license(s) pertaining to the file.

## 10. No Exclusivity

All Collaborators—including Contributors, Maintainers, Participating Organizations, and Representatives—remain free to participate in or develop other standards or projects, regardless of whether such standards or projects compete with x402.

## 11. Amendments

This Charter may be amended only by Supermajority Vote, subject to approval by LF Projects.
