CoW Swap Terms and Conditions

Last updated: February 2024

These Terms of Use (the "Terms") govern your access to https://cow.fi/ (the "Website") and use of any products offered or provided through the Website (collectively, the "Products"). The Website and Products are provided to you by CoW DAO ("we", "our", or "us").

CoW DAO is a collective managed by community members across various Ethereum Virtual Machine (EVM) compatible blockchains. These blockchains may include, but are not limited to, well-established networks such as Ethereum and Gnosis Chain and emerging solutions within Ethereum layer 2 solutions. The management of CoW DAO is in accordance with its participation agreement. For any inquiries or to establish contact with CoW DAO, please use the forum at https://forum.cow.fi/.

The Products covered by these terms include but are not limited to:

• The Interface; and

• The Forum

Important prior warnings

Financial risks

Interacting with the Interface such as submitting orders to exchange compatible tokens involves significant risks of loss. You could lose all or more of your capital.

The tokens’ value is highly volatile causing price fluctuations, as auctions typically run for some time and trades are not executed instantly.

Please carefully consider your investment objectives, risk tolerance, and experience before engaging in any trading activities. This is not financial advice, and you should always consult with a qualified financial professional before making any investment decisions.

Beware of scammers

We will never contact you first, never ask you for a password, private keys, seed phrase, nor ask you to connect your wallet to a third-party decentralized application.

Technical understanding

Cryptographic assets are described in technical language requiring a comprehensive understanding of computer science and mathematics to appreciate the inherent risks.

Transactions on public blockchains are publicly accessible

Please be aware that all transactions on public blockchains are permanently recorded and publicly accessible. This means anyone can view the details of your transactions, including the amount, sender, and receiver addresses. While this transparency offers benefits like security and trust, it also means your privacy is not guaranteed. If you require anonymity or confidentiality for your transactions, please consider using a different platform.

Transactions on public blockchains are immutable and irreversible

Transactions on public blockchains are generally immutable and irreversible. Any transaction thereon is therefore irrevocable and final as soon as it is settled thereon. In the event that you send your tokens to sell to any other destination other than the Protocol smart contracts, such tokens may not be returned. We assume no responsibility and shall have no obligation to you if this occurs, including but not limited to any responsibility to recover, or assist to recover, any such tokens.

Please read these Terms carefully before using the Website or the Products.

Acceptance of these Terms

By accessing the Website and/or by using our Products, you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must not use the Products and leave the Website. If you think that there is an error in these Terms, please contact us at legal@cow.fi.

You are also responsible for ensuring that all persons who access the Website or the Products through your internet connection or device are aware of these Terms and that they comply with them.

We may terminate or suspend your access to the Website or the Products immediately, without prior notice or liability, if you breach any clause of the Terms. Upon termination of your access, your right to access the website or use the Products will immediately cease.

Change of these Terms

We may amend these Terms at our sole discretion. We regularly do so. Every time you wish to access the Website or use the Products, please check these Terms to ensure you understand the terms that apply at that time.

CoW Protocol

CoW Protocol (the "Protocol") is a decentralized protocol owned and operated by CoW DAO that allows users to trade certain digital assets.

CoW Protocol is a set of smart contracts that applies batch auction mechanisms to allow peer-to-peer trades on well-established networks such as Ethereum and Gnosis Chain and emerging solutions within Ethereum layer 2 solutions. CoW DAO is not custodian or counterparty to any transactions executed by you on the Protocol. We do not support any other service, particularly we do not provide any order matching, guaranteed prices, or similar exchange or trading platform services.

Please consult our documentation for more information on CoW Protocol.

The Interface

https://swap.cow.fi is a web-hosted user interface (the "Interface") providing access to CoW Protocol. You may submit orders into the Interface and exchange compatible tokens using the unique features of the Protocol.

Please consult our documentation for more information on our Interface.

The features of the Interface can also be accessed through third parties’ websites integrating our widget (the "Widget").

Please consult our documentation for more information on our Widget.

Restricted use of the Interface

To use the Interface, you must be legally capable of entering into a contract. Therefore, you confirm that you are of legal age in your jurisdiction and have the full rights, powers, and authority to enter into and abide by these Terms on your own behalf and on behalf of any company, legal entity or any other undertaking for which you may access or use the Interface.

Furthermore, you confirm that you are not (a) subject to economic or trade sanctions imposed by any government agency or listed on any prohibited or restricted party list or (b) a citizen, resident, or organization located in a jurisdiction subject to comprehensive economic sanctions by, without being limited to the United Nations, the European Union and its Member States, the United States and the United Kingdom.

You further warrant that you are not a United States citizen, permanent resident alien, entity organized under the laws of the United States or any jurisdiction within the United States (including foreign branches), or any person in the United States.

Finally, you confirm that your use of the Interface will fully comply with all applicable laws and regulations, and you will not use the Interface to conduct, promote, or facilitate any illegal activities.

Use of the Interface

By using the Interface, you understand that you are not buying or selling digital assets from CoW DAO.

You are responsible for ensuring that all persons who access or use the Interface through your device or internet connection are aware of these Terms, and that they comply with them.

You may have been recommended to the Interface by a third party. We shall not be liable for any agreement or terms that may exist between you and the respective third party.

Requirements to Use the Interface

To use the Interface, you must employ a non-custodial wallet application, enabling interaction with EVM compatible public blockchains. Your connection with the non-custodial wallet provider is governed by the applicable service terms of such a third-party wallet provider. We do not hold custody of your wallet's contents and are unable to recover or transfer such content. By connecting your wallet to our Interface, you agree to be bound by these Terms and all of the terms incorporated herein by reference.

For more details on how to use the Interface please refer to our "FAQ".

Fees

Protocol fee

The user may incur a fee at protocol level, which - if technically possible - is shown to the user on the Interface when the user places their trade intent. Such a fee is designed in accordance with the specific features of the protocol.

Widget Integrator’s Fee

Third-party integrators can embed the Interface on their own website using the Widget may charge an additional service fee to the user of the Widget on their website. The user acknowledges that such a service fee is not charged by us but exclusively by the third-party integrator.

The user of the Widget understands and agrees that we are not responsible for such a fee and that it is the sole responsibility of the user of the Widget to carefully review the terms and conditions provided by the third-party integrator before using Widget.

Interface Changes, Updates and Withdrawal

We may update and change the Interface from time to time. We do not guarantee that the Interface will always be available or be uninterrupted or be free of charge.

We reserve the right to suspend or withdraw or restrict the availability of all or any part of the Interface for whatever reasons.

Non-Custody and Wallet Security

The Interface operates as a non-custodial application, which implies that we, at no point in time, assume custody, ownership, or control over your digital assets.

This further underscores your unequivocal responsibility for safeguarding the cryptographic private keys associated with your digital asset wallets. Under no circumstances should you disclose your wallet credentials or seed phrase to any third party. We disclaim any responsibility or liability whatsoever in connection with your utilization of a wallet, and we make no representations or warranties regarding the compatibility of the Interface with any particular wallet. Likewise, accountability for any associated wallet rests solely with you, and we shall not be held responsible for any actions or omissions undertaken by you in relation to or as a consequence of your wallet being compromised.

No Fiduciary Duty

To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in these Terms.

Tax Responsibility

You are solely responsible to determine if your use of the Interface has tax implications for you. By using the Interface you agree not to hold us liable for any tax liability you incur arising out of or associated with your usage of the Interface or any other action or transaction related thereto.

The Forum

Access to and Use of https://forum.cow.fi

https://forum.cow.fi (the "Forum") is a moderated online forum for discussing CoW Protocol and partially exercising COW Protocol's governance process.

You may access and use the Forum only for lawful purposes and in compliance with these Terms of Use.

Registration and Account Security

In order to use the Forum Name, you may be required to register for an account. You must provide accurate and complete information when registering and you are responsible for keeping your account information up-to-date and secure. You agree not to share your account information with anyone else.

Acceptable Use

You agree not to post any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, or otherwise promoting illegal or harmful activities.

You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity.

You will not post advertisements or solicitations of business without explicit permission from the forum administrators.

You agree to respect the copyright and intellectual property rights of others. You may not post any content that infringes on the copyright or other intellectual property rights of others.

User Conduct

You agree to be respectful of other users of the Forum. You agree not to:

• Harass or bully other users;

• Engage in personal attacks or insults;

• Spam or post irrelevant content;

• Create multiple accounts for the purpose of disrupting or manipulating the forum;

• Violate the privacy of other users.

Content Ownership and Responsibility

You retain all ownership rights to the content you post on the forum. However, by posting content, you grant the forum a non-exclusive, royalty-free license to use, reproduce, and distribute your content.

You acknowledge and agree that all content posted on the forum is the sole responsibility of the individual who posted the content.

Moderation and Removal of Content

The forum administrators reserve the right to monitor all user activity on the Forum. We may remove any content that violates these Terms of Use or that we deem to be inappropriate. We may also suspend or terminate your account if you violate these Terms of Use.

Information on the Website or Products are not advice

None of the information available on the Website including the Interface and the Forum, or made otherwise available to you in relation to its use, constitutes any legal, tax, financial or other advice. When in doubt as to the action you should take, you should consult your legal, financial, tax or other professional advisors.

Intellectual Property Rights

Subject to the application of any miscellaneous open source license attaching to the software code of the Protocol and to the software code of the Products, we are the owner of all contents, including but not limited to software, text, images, trademarks, service marks, copyrights, patents, and designs. This means we own all the legal rights to them. You are not allowed to copy, modify, adapt, rent, license, sell, publish, distribute, or share access to the Interface or its contents with anyone else, unless we explicitly give you permission in writing. Simply using the Interface doesn't give you any ownership rights to it or its contents.

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to access the Protocol and the Products. This licence does not include any resale, commercial or derivative use of the Protocol or the Products. We reserve and retain all rights not expressly granted to you in these Terms. The Interface may not be reproduced, sold, or otherwise exploited for any commercial purpose without our express prior written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of us without our express prior written consent. You may not misuse the Interface and may only use it as permitted by law. If you breach our intellectual property rights in violation of these Terms, your licence to use the Interface will automatically be revoked and terminated immediately.

Bug and Default

No Warranties: THE PRODUCTS ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Specific Disclaimers: WITHOUT LIMITING THE FOREGOING, COW DAO DOES NOT WARRANT THAT THE SOFTWARE:

• Will meet your specific requirements or expectations;

• Will be uninterrupted, error-free, or completely secure;

• Will be compatible with all systems or devices;

• Will be accurate, complete, reliable, current, or virus-free.

User Responsibilities and Prohibited Actions

User Responsibilities

You are responsible for configuring your information technology and computer programs to access the Products Interface in a secure manner. This includes the use of appropriate virus protection software.

You agree to use the Products only for their intended purpose and in accordance with these Terms.

Prohibited Actions:

You are prohibited from misusing the Products by knowingly introducing any material that is:

• Malicious, including viruses, worms, Trojan horses, and other harmful software;

• Technologically harmful, including attempts to disrupt or damage the Interface or its infrastructure.

You are prohibited from attempting to gain unauthorized access to the:

• Products;

• Server(s) hosting the Products;

• Any computer or database connected to the Products;

You are prohibited from attacking the Products through:

• Denial-of-service attacks;

• Distributed denial-of-service attacks.

You acknowledge that any breach of this clause may constitute a criminal offense.

Consequences of Breaching of these Terms

We reserve the right to immediately terminate your access to the Website or the Products upon any breach of these Terms.

If you breach our intellectual property rights in violation of these Terms, your licence to use the Interface will automatically be revoked and terminated immediately.

We may report any breach of this clause to the relevant law enforcement authorities and cooperate with them, including disclosing your identity where possible.

Upon termination of your access, your right to use the Website or the Products will immediately cease. Clauses 7 to 22 and any other term intended so will survive any termination of these Terms.

Indemnification and Liability

You agree to release and indemnify, defend and hold us and any of our affiliates harmless, as well as any members, participants, directors, officers, employees, contractors, shareholders and representatives of any of the foregoing, from and against any and all losses, liabilities, damages, costs claims or actions of any kind arising or resulting from your use of the Interface, your breach of these Terms, and any of your acts or omissions that infringe the rights of any person.

We reserve the right, at our own expense, to assume exclusive defence and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with us in the defence of such matter.

The indemnity set out here is in addition to, and not in lieu of, any other remedies that may be available to us under applicable law.

Warranties

By using our Products you hereby agree, represent and warrant that:

• you have read and understood the Terms and agree to be bound by them;

• you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms;

• you have reached the legal age of majority applicable to you and you agree to provide legitimate and lawful documentation proving such status if we so request;

• your usage of the Interface is legal under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject;

• you are not (a) the subject of economic or trade sanctions administered or enforced by any governmental authority or otherwise designated on any list of prohibited or restricted parties (including but not limited to the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury) or (b) a citizen, resident, or organized in a jurisdiction or territory that is the subject of comprehensive country-wide, territory-wide, or regional economic sanctions by the United States or the European Union;

• you are not a United States citizen, permanent resident alien, entity organized under the laws of the United States or any jurisdiction within the United States (including foreign branches), or any person in the United States;

• you are not a person subject to sanction set out by the EU or Portugal;

• you understand the functionality, usage, storage, transmission mechanisms and intricacies associated with cryptographic assets, token storage facilities (including wallets), blockchain technology and blockchain-based software systems;

• you understand that transactions on the Ethereum Mainnet, Gnosis Chain and Ethereum Virtual Machine compatible validation mechanisms are irreversible and may not be erased and that your wallet address and any transaction is displayed permanently and publicly and that you relinquish any right of rectification or erasure of personal data;

• you shall comply with any applicable tax obligations in your jurisdiction arising from your use of the interface;

• you shall not misuse or gain unauthorized access to the Interface by knowingly introducing viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the Interface and that in the event you do so or otherwise attack the Interface, we report any such activity to the relevant law enforcement authorities;

• you shall not access without authority, interfere with, damage or disrupt any part of the Interface, any equipment or network on which the Interface is stored, any software used in the provision of the Interface or any equipment or network or software owned or used by any third party;

• you shall not use the Interface for activities that are unlawful or fraudulent or have such purpose or effect or otherwise support any activities that breach applicable local, national or international law or regulations;

• you shall not use the Interface to trade cryptographic assets that are proceeds of criminal or fraudulent activity;

• the Interface, Protocol, the Ethereum Blockchain, Gnosis Chain and Ethereum Virtual Machine compatible validation mechanisms are in an early development stage and we accordingly do not guarantee an error-free process and give no price or liquidity guarantee;

• you are using the Interface at your own risk;

• the risks of using the Interface are substantial and include, but are not limited to, the ones set out in the APPENDIX, which is hereby expressly incorporated into these Terms, and you are willing to accept the risk of loss associated therewith.

Limitation of Liability

We do not exclude or limit our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or fraud.

YOU USE THIS INTERFACE AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR SUCH USE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL IMPLIED CONDITIONS, WARRANTIES, REPRESENTATIONS OR OTHER TERMS THAT MAY APPLY TO THE INTERFACE. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF FORESEEABLE, ARISING UNDER OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE INTERFACE; OR THE USE OF OR RELIANCE ON ANY CONTENT DISPLAYED ON THE INTERFACE. WE WILL NOT BE LIABLE FOR LOSS OF PROFITS, SALES, BUSINESS, OR REVENUE, BUSINESS INTERRUPTION, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, GOODWILL OR REPUTATION OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.

We are not liable for any funds lost due to your interaction with scam websites or activities imitating the Interface.

You are responsible for ensuring you are interacting with the correct URL and taking necessary precautions to avoid scams or fraudulent activities impersonating us.

We Are Not Registered with any Governmental Agency

We are not registered with any governmental supervisory authority in any capacity. You understand and acknowledge that we do not broker trading orders on your behalf. We also do not facilitate the execution or settlement of your trades, which occur entirely on public distributed blockchains.

No Fiduciary Duty

To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that to the extent any such duties or liabilities may exist at law or in equity, those duties and liabilities are hereby irrevocably disclaimed, waived, and eliminated. You further agree that the only duties and obligations that we owe you are those set out expressly in this Agreement.

Dispute Resolution

Amicable Dispute Resolution

If an alleged breach, controversy, claim, dispute or difference arises out of or in connection with the present Terms about or in connection to this Interface between you and us (a "Dispute"), you agree to seek to resolve the matter with us amicably by referring the matter to legal@cow.fi.

For any claim not relating to or connected to the Interface please contact CoW DAO via CoW Forum at https://forum.cow.fi/ with a detailed description, the date and time the issue arose, your handle to contact you on and the outcome you are seeking.

Mediation and Arbitration

In the event a Dispute cannot be resolved amicably, you must first refer the Dispute to proceedings under the International Chamber of Commerce ("ICC") Mediation Rules, which Rules are deemed to be incorporated by reference into this clause. The place of mediation shall be London, United Kingdom. The language of the mediation proceedings shall be English.

If the Dispute has not been settled pursuant to the ICC Mediation Rules within forty (40) days following the filing of a Request for Mediation in accordance with the ICC Mediation Rules or within such other period as the parties to the Dispute may agree in writing, such Dispute shall thereafter be finally settled under the Rules of Arbitration of the International Chamber of Commerce by three (3) arbitrators appointed in accordance with the said Rules. The seat of Arbitration shall be London, United Kingdom. The governing law of this arbitration clause shall be the laws of England and Wales. The language of the arbitration shall be English. The Emergency Arbitrator Provisions shall not apply.

Final Jurisdiction

If the Dispute cannot be resolved for legal reasons in accordance with the procedures described above, you and we agree that the courts of England and Wales shall have exclusive jurisdiction to resolve the Dispute.

No Class Action

YOU AGREE AND UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY WAIVE ANY RIGHT, IF ANY, TO A TRIAL BY JURY AND RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

Governing law

This Agreement shall be governed by and construed in accordance with the substantive laws of England & Wales without regard to conflict of laws principles.

Third party beneficiary

Clauses 4 to 22 also apply to the benefit of the Affiliates and such benefit also encompasses Protocol-related matters.

Subject to 20.1, these Terms do not give rise to any third party rights, which may be enforced against Us.

Entire agreement

These Terms constitute the entire and exclusive agreement between us and you regarding its subject matter, and supersede and replace any previous or contemporaneous written or oral contract, promises, assurances, assurances, warranty, representation or understanding regarding its subject matter, whether written or oral. You shall have no claim for innocent or negligent misrepresentation or misstatement based on any statement in these Terms, though nothing in this clause shall limit or exclude any liability for fraud.

No waiver and no assignment

You may not assign, transfer or delegate any of your rights or duties arising out of or in connection with these Terms to a third party. Any such assignment or transfer shall be void and shall not impose any obligation or liability on us to the assignee or transferee.

Any delay or omission by us in relation to the exercise of any right granted by law or under these Terms shall not as a result exclude or prevent the later exercise of such a right.

Severability

If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.