CoW Swap Widget & Partner Fee Program Terms and Conditions

These Terms and Conditions (the "Terms") govern the integration of the CoW Swap Widget (the "Widget"). The Widget is provided to you ("you", the "Partner") by CoW DAO (the "Provider", "we", "our", or "us").

CoW DAO is an Ethereum and Gnosis Chain based collective managed by community members in accordance with the CoW DAO's participation agreement. To contact CoW DAO please use the forum at https://forum.cow.fi/.

By integrating and using the Widget, Partner acknowledges that it has read, understood, and agreed to be bound by these Terms and Conditions.

Acceptance of these Terms

By integrating and using the Widget, you confirm that you accept these Terms and agree to comply with them. If you do not agree, you must not integrate the Widget. 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 Widget through your website are aware of the Terms & Conditions of https://cow.fi/ and that they comply with them.

We may terminate or suspend your access to the Widget 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 decentralised protocol operated by CoW DAO on the Ethereum, Gnosis Chain as well as other EVM compatible chains that allows users to trade certain digital assets. The Protocol is a set of smart contracts owned by CoW DAO.

CoW Protocol applies batch auction mechanisms to allow peer-to-peer trades on Ethereum Mainnet, and Ethereum Virtual Machine compatible validation mechanisms. CoW DAO is not custodians or counterparties 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 Widget

The Widget is an iframe solution mirroring the web-hosted user interface (the "Interface") published at https://swap.cow.fi/ and providing access to CoW Protocol and allowing users to submit orders into the Interface and exchange compatible tokens using the unique features of the Protocol.

Please consult our documentation for more information on CoW Widget and the Interface.

The Terms & Conditions for the use of the Interface apply to the Widget. It is your duty to ensure that all persons who access the Widget through your website are aware of the Interface’s Terms & Conditions and that they comply with them.

Widget Integration

The Partner may integrate the Widget into their website or application in accordance with the Provider's integration guidelines and these Terms.

The Partner may customize the design and appearance of the Widget within reasonable limits, provided that the Provider's branding and logos remain visible.

Obligations of the Partner

You are prohibited from misusing the Widget, the Interface, the Protocol or its infrastructure 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 Widget, the Interface, the Protocol or its infrastructure.

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

• the Widget, the Interface, the Protocol or its infrastructure;
• Server(s) hosting the Widget, the Interface, the Protocol or its infrastructure;
• Any computer or database connected to the Widget, the Interface, the Protocol or its infrastructure.

You are prohibited from attacking the Widget, the Interface, the Protocol or its infrastructure through:

• Denial-of-service attacks;
• Distributed denial-of-service attacks;
• You acknowledge that any breach of this clause may constitute a criminal offense.

License and Ownership

The Provider grants the Partner a limited, non-exclusive, non-transferable, revocable license to integrate and use the Widget solely for the purpose of providing access to the Interface to the Partner's users.

The Widget and all intellectual property rights therein are and shall remain the exclusive property of the Provider.

Partner Fee Program

Partner Fee

Partners may participate in the Provider's Partner Fee Program ("Program"). The Program enables Partners to earn fees on trades their users execute through the Widget. For comprehensive details and conditions of the Partner Fee Program, please refer to the dedicated Widget documentation page under the "Partner Fee" section.

To list a token on the Widget and earn fees on associated transactions, the token must have a listing on https://www.coingecko.com/ as it appears on the site.

Service Fee

The Provider will retain a service fee ("Service Fee") from the total fees earned by the Partner. Specific terms and conditions regarding the Service Fee are outlined in the Widget's dedicated documentation page under the "Partner Fee" section.

The Provider reserves the right to adjust the Service Fee charged to the Partner with prior notice.

Partner Fee Payment at the Provider’s Discretion

The Provider retains sole and absolute discretion in determining whether the transactions on the Widget are eligible for Partner Fee. The Provider may choose not to issue Partner Fees for any reason, including but not limited to:

• Suspected Fraud or Scam Activity: Transactions involving tokens deemed fraudulent or potentially involved in scams;
• Abnormal or Manipulative Trading: Trading activity aimed at exploiting the Widget or Partner Fee program;
• Other Inappropriate Activity: Any other scenarios where the Provider considers Partner Fee payment to be unsuitable or against the best interests of the Widget or Program.

Program Changes and Termination

The Provider may make amendments to the Program at any time. Additionally, the Provider reserves the right to modify or terminate the Program at any time, with or without notice.

Warranties and Limitations

The Widget is provided "as is" without warranty of any kind, express or implied.

Provider shall not be liable for any damages or losses arising from the use or inability to use the Widget, including but not limited to direct, indirect, incidental, consequential, or punitive damages.

The Partner is solely responsible for ensuring compliance with all applicable laws and regulations in their jurisdiction.

Indemnification

The Partner shall indemnify, defend, and hold harmless the Provider, its affiliates, and their agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising out of or relating to the Partner's use of the Widget or breach of these Terms.

Breach of Terms

In the event of a breach of these Terms, the Provider may immediately terminate your use of the Widget or participation in the Program without notice.

Termination

The  Provider may terminate this Agreement at any time and revoke the Partner's license to use the Widget at any time, with or without cause, upon written notice to Partner.

Upon termination, the Partner shall immediately cease all use of the Widget and remove it from its website or application.

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 the Widget 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 Widget 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.

Miscellaneous

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.

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.