Terms And Conditions For Cow Swap Integration Solutions And Partner Fee Program

Last updated: July 2025

These Terms and Conditions supersedes all earlier versions relating to CoW Swap and associated Services.

Effective Date: These Terms and Conditions (“Terms”) are effective as of the earlier of the first date on which you access or use any Integration Solution (as defined below). By doing so you agree to be bound by these Terms.

These Terms govern your access to and use of the integration solutions and your participation in the partner fee program (together, the “Program”) made available by CoW Business Limited, a company incorporated in the British Virgin Islands (“CoW”, “we”, “us” or “our”). You (whether an individual or the legal entity you represent) are referred to as “you” or “your”.

Our email address for all notices in relation to these Terms is legal@cow.fi.

0. Background

CoW provides technical solutions that allow third parties to incorporate certain functionalities of the decentralised CoW Protocol into their own products. The CoW Protocol includes a mechanism that may pay a partner fee on eligible transactions routed through a qualifying integration. These Terms set out the conditions on which you may make such an integration and, if you wish, earn partner fees.

1. Definitions

Unless the context requires otherwise, capitalised terms have the meanings set out below.

1.1. “API” – the application programming interface (including any SDKs, keys and documentation) that we make available for the purpose of integrating CoW Protocol functionalities into Your Platform.

1.2. “API Integration” – an integration effected using the API.

1.3. “appCode” – the unique alphanumeric identifier allocated to you which must be embedded in each Order transmitted from Your Platform.

1.4. “AppData” – the metadata field attached to Orders and formatted in accordance with the CoW Protocol specifications (including any partner‑fee parameters).

1.5. “CoW DAO Revenue Share” – the portion of any Partner Fee that is retained by the CoW DAO, as published in the official CoW documentation from time to time.

1.6. “Confidential Information” – any non‑public information, in any form, disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated confidential or that a reasonable person would understand to be confidential, including the content of these Terms, non‑public technical information, business plans, financial data and End‑User data.

1.7. “CoW Protocol” – the set of open‑source smart contracts deployed on supported blockchains and governed by the CoW DAO. CoW does not operate or control the CoW Protocol.

1.8. “End User” – a person that accesses CoW Protocol functionalities via Your Platform.

1.9. “Integration Solution(s)” – the Widget, the API and any related documentation or tooling that we publish for the purpose of integrating CoW Protocol functionalities.

1.10. “Intellectual Property Rights” – patents, copyrights, database rights, trade secrets, trademarks and all other intellectual‑property‑related rights, whether registered or unregistered, anywhere in the world.

1.11. “Net Partner Fee” – the Partner Fee actually collected in respect of Qualified Transactions, minus the applicable CoW DAO Revenue Share.

1.12. “Order” – an instruction transmitted to the CoW Protocol that expresses an intent to trade digital assets.

1.13. “Partner Fee” – the potential fee that may be earned by you on a Qualified Transaction.

1.14. “Qualified Transaction” – a Market Order that (i) originates from Your Platform, (ii) correctly includes your appCode and fee parameters, (iii) is settled by the CoW Protocol, and (iv) results in the collection of a Partner Fee.

1.15. “Term” – the period commencing on the Effective Date and continuing until terminated in accordance with Section 13.

1.16. “Territory” – worldwide, subject to applicable law.

1.17. “ETH” – the native cryptocurrency of the Ethereum blockchain.

1.18. “Widget” – the CoW Swap widget component that we license for embedding in Your Platform.

1.19. “Widget Integration” – an integration effected using the Widget.

1.20. “Your Platform” – any website, application or other digital interface that is owned or controlled by you and into which you have incorporated an Integration Solution in accordance with these Terms.

2. Appointment and Licence

2.1. Eligibility.  You must satisfy any eligibility criteria published in the documentation and comply with these Terms at all times.

2.2. Non‑exclusive appointment.  Subject to Section 2.1, we grant to you – and you accept – a non‑exclusive, worldwide right to use the Integration Solutions during the Term solely for the purposes of making the CoW Protocol functionalities available to End Users via Your Platform.  Nothing in these Terms restricts us from authorising others to do the same, or from offering competing services.

2.3. Licence grant.  During the Term and subject to continuous compliance with these Terms, we grant you a limited, revocable, non‑transferable, non‑sublicensable licence to:

• (a) integrate the Integration Solution(s) into Your Platform;

• (b) display and provide CoW Protocol functionalities to End Users; and

• (c) permit End Users to access those functionalities through Your Platform.

All rights not expressly granted are reserved. We may suspend or revoke this licence at any time if we reasonably believe that you are in breach or that suspension is necessary to protect the integrity or security of the Integration Solutions or the CoW Protocol.

3. Your Obligations

3.1. Technical implementation. 

(a) Integrations must strictly follow the then‑current documentation;

  (b) You must embed your appCode in every Order. Failure to do so will prevent fee attribution;

  (c) You are solely responsible for your own systems, configurations (including payout addresses) and any losses arising therefrom.

3.2. Maintenance and updates.  You must keep Your Platform compatible with the latest version of the Integration Solution(s) and implement all security patches and updates promptly.

3.3. Transparency.  You must:

(i) prominently disclose all fees (including any Partner Fee) to End Users before an Order is submitted;

(ii) clearly display "Powered by CoW Protocol", or similar wording as provided from time to time by the CoW, to the End User prior to the End User submitting an Order through the Integration Solution(s) on the Partner’s Platform; and

(iii) display a notice that use of the CoW Protocol is subject to the CoW Swap Terms and Conditions (available at https://cow.fi/legal/cowswap-terms or any successor URL).

3.4. Compliance.  You must comply with all applicable laws and these Terms and must not use the Integration Solution(s) for any unlawful or prohibited purpose.

3.5. Usage restrictions.  You will not, and will not allow anyone else to:

(a) copy, modify or create derivative works of the Integration Solutions;

(b) reverse‑engineer or attempt to extract source code;

(c) resell, lease or provide the Integration Solutions to third parties (other than End Users accessing via Your Platform);

(d) remove proprietary notices;

(e) infringe any third‑party rights;

(f) submit fraudulent or manipulative Orders;

(g) introduce malicious code or attack the Integration Solutions, the CoW Protocol or related infrastructure;

(h) misrepresent your relationship with us or CoW DAO; or

(i) interfere with fee‑attribution mechanisms.

3.6. End‑User relationship.  You are solely responsible for your End Users (including support) and will not direct them to us for matters that are within your control.

3.7. Data protection.  You act as the data controller for any personal data you collect and must comply with all applicable data‑protection laws and maintain an accurate privacy policy.

3.8. Security. You will implement reasonable technical and organizational measures to protect Your Platform and its users.

3.9. Issue reporting.  You must promptly report any bugs or vulnerabilities you discover.

3.10. Additional fees levied by you.  If you impose any additional fees on End Users, you must

(i) disclose them clearly as your own fees and distinctly from ours or CoW Protocol’s,

(ii) ensure compliance with all laws, and

(iii) accept sole responsibility for them.

4. Our Obligations

4.1. Provision of Integration Solutions.  We will make the Integration Solution(s) available on an “AS IS” and “AS AVAILABLE” basis.

4.2. Partner‑fee payouts.  We will pay undisputed Net Partner Fees in accordance with Section 6.

4.3. Support.  We may (but are not obliged to) provide reasonable technical support to you.

5. Partner Fee and Payment Terms

5.1. Fee parameters.  You may select your desired Partner‑fee rate (in basis points) within the maximum permitted by the CoW DAO up to 100 (one hundred) bips and must specify a valid payout address (the “Recipient Address”).

5.2. Fee calculation.  For each Qualified Transaction the CoW Protocol calculates the gross Partner Fee, converts it to ETH or the native token of the relevant network and attributes it to your appCode.

5.3. CoW DAO Revenue Share.  A portion of each Partner Fee is retained by the CoW DAO. The current rate is published in the CoW documentation and may change via DAO governance.

5.4. Net Partner Fee.  Net Partner Fee = gross Partner Fee minus CoW DAO Revenue Share.

5.5 Payouts. Net Partner Fees accrue to your balance and are:

(a) aggregated weekly, usually within seven (7) days of the end of each calculation period;

(b) paid in ETH or the native token of the relevant network to the Recipient Address;

(c) only sent when the accrued balance is at least 0.001 ETH or equivalent (the “Payment Threshold”); and

(d) forfeited if a payout cannot be completed because the Recipient Address is invalid, inaccessible or otherwise incapable of receiving funds, and you do not supply a valid alternative within thirty (30) days of our request.

5.6 Taxes. You are solely responsible for all taxes, duties and other governmental charges arising from or relating to the Partner Fees. We do not provide tax advice.

5.7 Reporting. We may provide summary payout reports via dashboard or email, but have no obligation to provide real‑time or granular trade‑level data beyond what is publicly available on‑chain.

5.8 Audit. We may, on reasonable notice, audit your integration and records relating to appCode usage and Partner Fee eligibility. You will cooperate in good faith and retain relevant records for at least two (2) years.

5.9 Payment disputes. If you believe a payout is incorrect you must notify us in writing within thirty (30) days of the payout. Absent manifest error in our transcription of on‑chain data, the CoW Protocol’s records (as interpreted by us) are conclusive.

5.10 Fees post‑termination. No Partner Fees accrue on Orders settled after the termination date. Undisputed Net Partner Fees that exceeded the Payment Threshold before termination willBe paid in the ordinary course. Balances below the threshold at termination are forfeited.

6.  Intellectual Property Rights

6.1 We and our licensors own all Intellectual Property Rights in the Integration Solutions, documentation and our trademarks. No ownership rights are transferred to you.

6.2 If you provide feedback or suggestions, you assign to us all rights therein (and agree to execute further documents if requested).

6.3 We grant you a non‑exclusive, revocable licence to use our approved marks solely to identify the Integration Solutions on Your Platform. You grant us the right to use your name and logo for partner‑listing purposes.

6.4 You shall not contest or challenge our (or the CoW DAO’s) rights in the Integration Solutions or related marks.

7.  Confidentiality

7.1 Confidentiality obligations. The Recipient will (i) use the Discloser’s Confidential Information only for the purpose of performing under these Terms, (ii) protect it with reasonable care, and (iii) not disclose it to third parties except to personnel who need to know and are bound by equivalent obligations.

7.2 Exceptions apply where the information: (i) was already lawfully known, (ii) becomes public through no fault of the Recipient, (iii) is rightfully received from a third party, or (iv) is independently developed.

7.3 The Recipient may disclose Confidential Information if compelled by law, provided, where legally permissible, it gives the Discloser prompt notice.

7.4 Confidentiality obligations last for five (5) years after termination, or indefinitely for trade secrets. On termination each party will return or destroy the other’s Confidential Information.

8.  Data Protection and Security

8.1 You are solely responsible for all End‑User data that you process and must comply with all applicable data‑protection laws.

8.2 You will maintain industry‑standard security controls.

8.3 You will notify us without undue delay (and in any event within 48 hours) of any actual or suspected security incident affecting the Integration Solution(s).

8.4 Transactions on public blockchains are inherently transparent. By accepting these Terms you acknowledge that payout transactions (including your Recipient Address and amounts) will be publicly visible onchain.

 9.  Warranties and Disclaimers

9.1 AS IS/AS AVAILABLE. The Integration Solutions, documentation and any related services are provided “AS IS” and “AS AVAILABLE”.

9.2 We disclaim all express, implied and statutory warranties, including merchantability, fitness for a particular purpose, title and non‑infringement.

9.3 We do not operate CoW Protocol and make no representations regarding its security, functionality or availability. Your use (and that of your End Users) is at your own risk.

9.4 CoW acts only as a technology provider and owes no fiduciary duties to you or any End User.

9.5 Nothing in these Terms constitutes financial, investment, legal or tax advice.

10.  Indemnification

You will indemnify, defend and hold harmless CoW, its affiliates, and their respective officers, directors, employees and agents from and against any losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (i) your breach of these Terms, (ii) Your Platform or its operation, (iii) any End‑User claim, (iv) your violation of applicable law, or (v) your negligence or wilful misconduct.

11.  Limitation of Liability

11.1 Exclusion of consequential damages. To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential or punitive damages, or any loss of profits, revenue, goodwill or data.

11.2 Liability cap. Our aggregate liability arising out of or in connection with these Terms will not exceed (i) USD 1,000 or (ii) the total Net Partner Fees paid to you in the three (3) months preceding the event giving rise to the claim, whichever is greater.

11.3 These limitations form an essential basis of the bargain.

12.  Term and Termination

12.1 Term. These Terms commence on the Effective Date and continue until terminated.

12.2 Termination by you. You may terminate at any time by ceasing all use of the Integration Solution(s) and removing them from Your Platform.

12.3 Termination by us. We may suspend or terminate the Terms (or your participation in the Partner Fee program) immediately if you breach the Terms, or on thirty (30) days’ notice for convenience.

12.4 Effects of termination. Upon termination:

(a) all licences and rights granted to you immediately end;

(b) you must remove the Integration Solution(s) and stop identifying yourself as a CoW integration partner;

(c) we will pay any undisputed Net Partner Fees that exceeded the Payment Threshold prior to termination;

(d) balances below the threshold are forfeited; and

(e) each party, on request, returns or securely destroys all Confidential Information of the other party that it holds or controls, save that a party may retain copies required for regulatory or archival purposes; and

(f) the following Sections survive termination: 1 (Definitions), 3 (Your Obligations), 6 (Intellectual Property Rights), 7 (Confidentiality), 8 (Data Protection and Security), 9 (Warranties and Disclaimers), 10 (Indemnification), 11 (Limitation of Liability), 13 (Governing Law and Dispute Resolution), 14 (Miscellaneous), together with any other provisions that by their nature are intended to survive.

13.  Governing Law and Dispute Resolution

13.1 Governing law. These Terms – and any non‑contractual obligations arising from or connected with them – are governed by, and must be construed in accordance with, the laws of the British Virgin Islands, without giving effect to any conflicts‑of‑laws principles.

13.2 Amicable resolution. The parties will endeavour to settle any dispute, controversy or claim arising out of or in connection with these Terms (a “Dispute”) amicably. You must first notify us of the Dispute by emailing legal@cow.fi and allow at least forty (40) days for good‑faith negotiations.

13.3 Arbitration. If the parties are unable to resolve the Dispute amicably within that forty‑day period, the Dispute will be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce, which Rules are incorporated by reference. There will be one arbitrator appointed in accordance with those Rules. The seat of arbitration will be Tortola, British Virgin Islands. The language of the arbitration will be English. Judgment on the award may be entered in any court of competent jurisdiction.

13.4 Waiver of class actions and jury trial. To the fullest extent permitted by applicable law, (a) each party irrevocably waives any right to a trial by jury, and (b) proceedings may be conducted only on an individual basis and not in a class, consolidated or representative action.

14.  Miscellaneous

14.1 Entire agreement. These Terms constitute the entire agreement between the parties with respect to their subject matter and supersede all prior and contemporaneous agreements, proposals and communications.

14.2 Amendments. We may amend these Terms by posting an updated version at https://cow.fi/legal/integrator‑terms (or a successor URL) or by notifying you in any other reasonable manner. Unless a later date is specified, amendments take effect on the date they are posted. Your continued use of any Integration Solution after the effective date constitutes acceptance of the amendment.

14.3 Assignment. You may not assign or transfer any right or obligation under these Terms without our prior written consent. We may assign our rights or obligations freely, including in connection with a merger, acquisition or sale of assets.

14.4 Relationship of the parties. The parties are independent contractors. Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between the parties.

14.5 Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

14.6 Waiver. No waiver under these Terms is effective unless in writing and signed by the party granting the waiver. A waiver of any breach is not a waiver of any other breach.

14.7 Force Majeure. Neither party is liable for any delay or failure to perform caused by events or circumstances beyond its reasonable control – including acts of God, war, terrorism, civil unrest, labour disputes, utility or internet failures, or material disruptions to relevant blockchain networks – provided it uses reasonable efforts to mitigate the effects.

— End of the Terms