These Terms of Service (this “Agreement”) govern your access to and use of the Cowl Protocol and the software published for reaching it (together, the “Products”). The Products include (a) the web interface at app.cowlprotocol.com, (b) the command line interface published as @cowlprotocol/cli, (c) the public relayer at relay.cowlprotocol.com, and (d) any other software or service that links to this Agreement.
In this Agreement, “Cowl”, “we”, “us” and “our” mean the contributors, maintainers, authors, publishers, operators, and distributors of the Cowl software and of the Products, each individually and all of them collectively (the “Cowl Parties”). Every disclaimer, limitation, release, waiver, and indemnity in this Agreement is given for the benefit of each of the Cowl Parties individually, and each may rely on it in their own right.
By connecting a wallet to the web interface, by installing or running the command line interface, or by otherwise using any of the Products, you signify that you have read, understand, and agree to be bound by this Agreement in its entirety. If you do not agree, you are not authorized to use any of the Products.
To use the Products you must be able to form a legally binding contract with us. You represent that you are at least the age of majority in your jurisdiction and have full authority to enter into this Agreement, on your own behalf and on behalf of any entity for which you use the Products.
You further represent that 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 the list maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, or (b) a citizen or resident of, or organized in, a jurisdiction or territory subject to comprehensive economic sanctions. You represent that your use of the Products complies with all laws applicable to you, and that you will not use the Products to conduct, promote, or facilitate any illegal activity.
NOTICE: This Agreement contains disclaimers, releases, and limitations of liability that apply to the loss of your funds, including funds lost through your own mistake. Read Sections 3, 6, and 9 in particular. Use the Products only if you agree with these terms completely.
1. What Cowl Is
1.1 The Protocol
The Cowl Protocol is a set of self-executing smart contracts deployed on public blockchains, together with zero-knowledge circuits that run on your own device. The shielded pool contract holds deposited assets and records commitments and nullifiers. It verifies proofs. It does not know who you are, what you hold, or who you pay.
The pool contract is immutable in every respect that concerns your funds. It contains no function that can pause it, upgrade its logic, freeze a balance within it, or move assets out of it other than by a valid proof presented by the holder of the corresponding keys. No party, including us, can do any of those things.
One owner role exists on the pool contract. Its only powers are to propose and execute a replacement of a proof verifier, and to transfer or renounce its own ownership. A verifier replacement cannot take effect until seven (7) days after it is proposed, and the proposal is public on chain for that entire period. The owner cannot access, move, freeze, or recover any assets held by the pool at any time. We disclose this role rather than describe the contract as ownerless, because that is what the contract says.
1.2 The Clients
The web interface and the command line interface are software that helps you build proofs and transactions on your own device and submit them to the protocol. They are one means of reaching the protocol, not the exclusive means. The protocol operates whether or not we publish any client at all.
Your keys, your notes, and your proofs are produced and held on your device. They are not transmitted to us and we have no facility to receive them.
1.3 The Relayer
We operate a public relayer that can submit your proved transaction from its own wallet and pay the network fee on your behalf, in exchange for a fee taken from the same funds you are already spending. Section 4 governs the relayer.
Anyone may operate a relayer. You may point the clients at a different relayer, or submit transactions yourself and pay your own network fee.
1.4 What We Do Not Operate
We do not operate any blockchain, any validator, any trading venue, any liquidity pool, or any bridge. Where the Products route a trade, the trade is filled by a third-party venue we neither own nor control. We make no representation or warranty about any such venue, and we are not liable for its behaviour, its pricing, its availability, or its failure.
WE NEVER HAVE CUSTODY, POSSESSION, OR CONTROL OF YOUR ASSETS AT ANY TIME.
2. Eligibility and Prohibited Use
You may not use the Products to conduct, promote, facilitate, or conceal any activity that violates any law applicable to you, including money laundering, terrorist financing, sanctions evasion, fraud, or the handling of proceeds of crime.
Privacy is not a licence to break the law, and this Agreement does not offer one. The Products exist so that lawful financial activity need not be published to everyone. Using them to hide unlawful activity is a breach of this Agreement and may be a crime in your jurisdiction.
You are solely responsible for determining whether the Products, and any asset you transact in through them, are lawful and available to you where you are. Availability of an asset through the Products is not a determination by us that you may lawfully acquire, hold, or transfer it.
You are solely responsible for determining whether taxes apply to your transactions, and for reporting and paying them.
3. Your Responsibilities
3.1 Non-Custodial, No Fiduciary Duty, No Duty of Care
Each of the Products is purely non-custodial. We do not ever hold your assets and we have no ability to retrieve, freeze, or transfer them.
This Agreement does not create, and is not intended to create, any fiduciary duty owed by us to you. Nor does your use of the Products create any duty of care between you and us, our contributors, or the publishers and distributors of the software. To the fullest extent permitted by law, any such duties that might otherwise arise at law or in equity are irrevocably disclaimed, waived, and eliminated. The only obligations we owe you are those expressly set out in this Agreement.
3.2 Keys, and What Happens When You Lose Them
Your shielded balance is reachable only through keys that exist on your device and nowhere else. We do not store, retain, back up, escrow, or have any means of recovering your keys, your passphrase, your notes, or your shielded balance. We could not recover them for you if you asked, if a court ordered it, or if we wanted to.
There are two ways to hold a shielded balance with Cowl, and each has its own way of being lost forever:
(a) Keystore keys (command line interface). Your keys are held in an encrypted keystore on your machine, sealed with a passphrase you choose. If you lose that keystore and every backup of it, or if you forget the passphrase, your shielded balance is permanently and irrecoverably lost. The funds remain inside the pool, visible to no one, spendable by no one, forever.
(b) Signature-derived keys (web interface). Your shielded keys are derived from a signature produced by the wallet you connect. Nothing is stored by us and nothing is stored in the browser that can substitute for that wallet. If you lose access to that wallet, you lose access to your shielded balance permanently, even though the assets remain inside the pool. Your shielded balance is only as recoverable as the wallet that derives it, and it inherits every risk of that wallet, including its loss, its destruction, and its compromise.
You are solely responsible for the custody and security of your keys, your passphrase, your keystore backups, and any wallet you connect. We accept no responsibility and have no liability to you for any act or omission by you, or by anyone else, in connection with your keys or your wallet, including where your wallet or device is compromised.
3.3 Addresses, Mistakes, and Irreversibility
Blockchain transactions are irreversible once confirmed. Transactions inside the shielded pool are irreversible in a stronger sense: they are also invisible to us.
If you send funds to the wrong address, they cannot be recovered. The holder of the keys for that address will own those funds completely, and no transaction can be reversed. This applies to public addresses and to zcowl shielded payment addresses alike.
For a private send to a zcowl address, understand specifically that:
- the funds become the property of whoever controls the keys for that address;
- we cannot see that it happened, because no address and no amount appears on chain;
- we cannot identify the recipient, contact them, or ask them to return anything;
- there is no mechanism, in the protocol or outside it, by which the transfer can be undone.
You agree that you are solely responsible for ensuring that you are always sending funds to the correct address, and for verifying that address before you confirm. The clients display the address before you confirm a send. That display is the last point at which a mistake can be caught, and catching it is your responsibility, not ours.
You are equally responsible for the amount, the asset, and the network you select.
3.4 View Keys and Selective Disclosure
The Products let you produce a view key so that you can disclose your activity to an auditor, a counterparty, a regulator, or anyone else you choose.
Disclosure is irreversible. Once you have given a view key to someone, you cannot take it back, and you cannot control what they do with it or to whom they pass it on. We are not a party to any disclosure you make and have no responsibility for its consequences. Decide carefully before you share one, and share it only with a party you intend to have permanent visibility.
3.5 Network Fees and Protocol Fees
Blockchain transactions require network fees. Except where we expressly state otherwise, you are solely responsible for every fee incurred by a transaction you initiate, whether you pay it directly or through a relayer.
All fees are non-refundable. This includes fees for a transaction that reverts, fails, or does not achieve the result you intended.
3.6 Trades Are Unsolicited
You agree and understand that (a) every trade you submit through the Products is unsolicited and solely initiated by you, (b) you have received no investment advice from us, and (c) we conduct no suitability review of anything you do.
3.7 Release of Claims
You expressly agree that you assume all risks in connection with your access to and use of the Products. You expressly waive and release us from any and all liability, claims, causes of action, and damages arising from or in any way relating to your use of the Products.
If you are a California resident, you waive the benefits and protections of California Civil Code § 1542, which provides: “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
4. The Relayer
The relayer is a convenience, not an entitlement, and it is provided on the same “as is” basis as everything else in this Agreement.
WE DO NOT GUARANTEE THAT THE RELAYER WILL BE AVAILABLE, WILL ACCEPT ANY TRANSACTION YOU SUBMIT TO IT, WILL SUBMIT IT WITHIN ANY PARTICULAR TIME, OR WILL SUBMIT IT AT ALL. WE MAY DECLINE, DELAY, OR STOP RELAYING AT ANY TIME, FOR ANY REASON OR FOR NO REASON, WITHOUT NOTICE.
WE HAVE NO LIABILITY WHATSOEVER FOR ANY DETERMINATION MADE BY THE RELAYER, FOR THE ACTS OR OMISSIONS OF ANY RELAYER OR OF THE POOL, OR FOR YOUR ABILITY OR INABILITY TO DEPOSIT INTO, SPEND FROM, OR WITHDRAW FROM THE POOL BY ANY MEANS.
The relayer fee is quoted to you before you confirm, and it is bound into the proof you produce, so a relayer cannot take more than the fee you approved, nor redirect your funds. That is the extent of what the design guarantees. It does not guarantee that the fee is favourable, that a better fee is not available elsewhere, or that the transaction will succeed.
Relayer fees are non-refundable in all circumstances, including where the submitted transaction reverts and the network fee is consumed.
You may always decline the relayer and submit your own transaction.
5. Beta Limits
The Products are in beta.
The clients currently refuse any deposit or private send worth more than two hundred United States dollars (USD 200) at the time of the attempt, valued from on-chain sources. This limit is a safety measure and may be changed or removed at any time, without notice.
This limit is enforced by the clients only. The pool contract enforces no limit of any kind. Anything that interacts with the contract directly is not subject to it. The limit does not apply to withdrawals: whatever you have shielded can always be withdrawn in full, at any size, because a limit that strands your funds would be the opposite of a safety measure.
The existence of this or any other limit is not a representation that any amount is safe to commit, nor a guarantee against loss of any size.
6. Disclaimers
6.1 Assumption of Risk
BY USING THE PRODUCTS, YOU REPRESENT THAT YOU ARE FINANCIALLY AND TECHNICALLY SOPHISTICATED ENOUGH TO UNDERSTAND THE INHERENT RISKS OF CRYPTOGRAPHIC AND BLOCKCHAIN-BASED SYSTEMS, AND THAT YOU HAVE A WORKING KNOWLEDGE OF DIGITAL ASSETS AND OF ZERO-KNOWLEDGE SYSTEMS IN PARTICULAR.
YOU UNDERSTAND AND ACCEPT THAT:
- SMART CONTRACT TRANSACTIONS EXECUTE AND SETTLE AUTOMATICALLY, AND ARE IRREVERSIBLE ONCE CONFIRMED.
- THE POOL CONTRACT IS IMMUTABLE. IT CANNOT BE PAUSED, PATCHED, OR STOPPED BY ANYONE, AND NEITHER CAN WE STOP IT ON YOUR BEHALF. THIS PROTECTS YOU FROM US. IT ALSO MEANS THAT IF A DEFECT EXISTS, IT CANNOT BE PATCHED AWAY WHILE YOUR FUNDS SIT BEHIND IT.
- ZERO-KNOWLEDGE CIRCUITS, CRYPTOGRAPHIC LIBRARIES, AND THE SOFTWARE THAT IMPLEMENTS THEM MAY CONTAIN DEFECTS THAT ARE NOT DISCOVERABLE BY TESTING OR BY REVIEW, AND THAT SUCH A DEFECT COULD RESULT IN THE TOTAL LOSS OF ASSETS HELD BY THE POOL.
- YOU MAY LOSE ACCESS TO YOUR SHIELDED BALANCE PERMANENTLY THROUGH THE LOSS OF A KEY, A PASSPHRASE, A KEYSTORE, A BACKUP, OR A CONNECTED WALLET, AND NO PARTY CAN RESTORE IT.
- DIGITAL ASSET MARKETS ARE VOLATILE. ASSETS YOU HOLD IN THE POOL MAY LOSE SOME OR ALL OF THEIR VALUE WHILE YOU HOLD THEM.
- NETWORK COSTS AND CONFIRMATION TIMES ARE VARIABLE AND MAY RISE SHARPLY AT ANY MOMENT.
- ANYONE CAN CREATE A TOKEN, INCLUDING FAKE VERSIONS OF EXISTING TOKENS, AND YOU MAY MISTAKENLY TRANSACT IN ONE.
- LAWS AND REGULATIONS APPLICABLE TO PRIVACY-PRESERVING FINANCIAL SOFTWARE ARE UNSETTLED AND MAY CHANGE, AND SUCH A CHANGE MAY AFFECT YOUR ABILITY TO USE THE PRODUCTS OR THE ASSETS YOU HOLD THROUGH THEM.
YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR ANY OF THESE RISKS, THAT WE DO NOT CONTROL THE PROTOCOL OR THE NETWORKS IT RUNS ON, AND THAT WE CANNOT BE HELD LIABLE FOR ANY LOSS YOU EXPERIENCE. YOU AGREE TO ASSUME FULL RESPONSIBILITY FOR ALL RISKS OF USING THE PRODUCTS.
6.2 Privacy Is a Property of the System, Not a Promise From Us
THE PROTOCOL IS DESIGNED SO THAT AMOUNTS, BALANCES, AND COUNTERPARTIES INSIDE THE POOL ARE NOT PUBLISHED ON CHAIN. WE DO NOT AND CANNOT WARRANT THAT ANY PARTICULAR USE OF IT WILL BE PRIVATE IN FACT.
PRIVACY OUTCOMES DEPEND ON MATTERS OUTSIDE OUR CONTROL, INCLUDING HOW YOU USE THE PRODUCTS, THE AMOUNTS AND TIMING YOU CHOOSE, WHAT YOU DISCLOSE ELSEWHERE, THE SIZE OF THE ANONYMITY SET AT THE TIME YOU TRANSACT, THE BEHAVIOUR OF YOUR COUNTERPARTIES, THE NETWORK PATH BETWEEN YOU AND ANY NODE OR RELAYER, AND ANALYSIS TECHNIQUES THAT MAY EXIST NOW OR IN FUTURE. YOU ARE RESPONSIBLE FOR YOUR OWN OPERATIONAL SECURITY.
6.3 No Warranties
THE PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. YOUR USE OF THE PRODUCTS IS AT YOUR OWN RISK.
WE DO NOT WARRANT THAT ACCESS TO THE PRODUCTS WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR SECURE; THAT ANY INFORMATION SHOWN BY THE PRODUCTS, INCLUDING PRICES, BALANCES, VALUATIONS, AND FEE QUOTES, WILL BE ACCURATE, RELIABLE, COMPLETE, OR CURRENT; OR THAT THE PRODUCTS WILL BE FREE FROM ERRORS OR DEFECTS.
AN AUDIT, A REVIEW, A TEST SUITE, A BUG BOUNTY, OR ANY OTHER SECURITY WORK, WHETHER PERFORMED BY US OR BY A THIRD PARTY AND WHETHER OR NOT PUBLISHED, IS NOT A WARRANTY, A GUARANTEE, OR AN ASSURANCE THAT THE PRODUCTS ARE FREE FROM DEFECTS OR SAFE TO USE.
ONCE A TRANSACTION IS EXECUTED WE HAVE NO CONTROL OVER IT AND NO ABILITY TO REVERSE IT.
6.4 No Investment Advice
NOTHING IN THE PRODUCTS IS INVESTMENT, FINANCIAL, LEGAL, OR TAX ADVICE, OR A RECOMMENDATION TO TRANSACT IN ANY ASSET. INFORMATION SHOWN IS FOR CONVENIENCE ONLY. YOU ALONE DECIDE WHETHER ANY TRANSACTION IS APPROPRIATE FOR YOU.
7. $COWL
$COWL is not a security, an investment contract, a share, a deposit, a debt instrument, or a claim on any asset, revenue, or entity. Holding it grants no ownership, no dividend, no repayment right, and no entitlement to any return.
Nothing in this Agreement or in any Product is an offer or solicitation to buy or sell any asset. Any reward, distribution, or incentive we may offer is discretionary, may be changed or withdrawn at any time, and creates no obligation, entitlement, or expectation of any kind.
8. Indemnification
You agree to hold harmless, release, defend, and indemnify each of the Cowl Parties, and any entity any of them may in future form or act through, from and against all claims, damages, obligations, losses, liabilities, costs, and expenses, including reasonable legal fees, arising from or relating to (a) your use of the Products; (b) your breach of this Agreement, of the rights of any third party, or of any applicable law or regulation; (c) any other party’s use of the Products with your assistance or using any device, wallet, key, or account you own or control; and (d) any dispute between you and any other user or third party.
We will notify you of any such claim. We reserve the right to assume exclusive defence and control of any matter subject to indemnification, and you agree to cooperate with reasonable requests in our defence. You may not settle any claim against a Cowl Party without our written consent.
9. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL ANY COWL PARTY BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, PRIVACY, DIGITAL ASSETS, OR OTHER INTANGIBLE PROPERTY, ARISING OUT OF OR RELATING TO ANY USE OF OR INABILITY TO USE THE PRODUCTS, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, INCLUDING PRICES, VALUATIONS, BALANCES, AND FEE QUOTES; (B) LOSS OR DAMAGE OF ANY KIND ARISING FROM YOUR USE OF THE PRODUCTS; (C) UNAUTHORIZED ACCESS TO OR USE OF YOUR KEYS, YOUR WALLET, YOUR DEVICE, OR ANY SERVER OR DATABASE IN OUR CONTROL; (D) INTERRUPTION OR CESSATION OF ANY PRODUCT, INCLUDING THE RELAYER; (E) BUGS, VIRUSES, OR OTHER HARMFUL CODE TRANSMITTED THROUGH ANY PRODUCT; (F) DEFECTS IN ANY SMART CONTRACT, CIRCUIT, PROVING SYSTEM, OR CRYPTOGRAPHIC LIBRARY, WHETHER WRITTEN BY US OR BY A THIRD PARTY; OR (G) THE CONDUCT OF ANY THIRD PARTY.
WE HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIM OR DAMAGE ARISING FROM ANY TRANSACTION YOU CONDUCT THROUGH THE PRODUCTS. WE DO NOT PROVIDE REFUNDS OF ANY KIND.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COWL PARTIES, COMBINED AND NOT PER PARTY, TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO US FOR YOUR USE OF THE PRODUCTS IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD 100) OR ITS EQUIVALENT IN LOCAL CURRENCY. NETWORK FEES, THIRD-PARTY VENUE FEES, AND AMOUNTS PAID TO ANY PARTY OTHER THAN US ARE NOT FEES PAID TO US.
THE FOREGOING WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
10. Miscellaneous
Modifications. We may modify this Agreement at any time. Changes take effect when posted. Your continued use of the Products after a change means you accept it. If you do not accept a change, stop using the Products.
Modifications to the Products. We may change, suspend, or discontinue any Product, in whole or in part, at any time and without notice or liability. The protocol itself does not depend on us continuing to publish anything: the pool contract is immutable and remains reachable by anyone with the keys to their funds, whether or not we, or any client we publish, still exist.
No registration. We are not registered with any securities regulator or financial supervisory authority in any jurisdiction. Nothing in the Products has been reviewed or approved by any such authority.
Open source. The clients and the contracts are published under their stated licences. Those licences govern your rights in the code. This Agreement governs your use of the Products we operate and publish.
Entire agreement, severability, assignment. This Agreement is the entire agreement between you and us about the Products. If any provision is held unenforceable, it is severed and the rest remains in force. You may not assign this Agreement; we may.
Survival. Sections 3, 4, 6, 8, and 9 survive any termination of this Agreement or your use of the Products.
Contact. Email team@cowlprotocol.com. See also our Privacy Policy.