Advanced Features Implementation: Off-Exchange as a Provider

EFFECTIVE DATE: FEBRUARY 2025

I. Project Objectives

Fireblocks Off-Exchange Solution (OES) enables exchanges to expand their client base, increase trading volumes, and reduce risk, offering seamless access to a vast network of institutional clients. By integrating OES, exchanges benefit from streamlined operations and enhanced scalability without added complexity or exposure. The Professional Services team ensures a smooth and efficient integration, providing expertise and support to maximize the solution’s value, helping exchanges drive growth and stay competitive.

II. In Scope

Phase/Task	Client responsibility	Fireblocks responsibility (including any guidance or deliverables provided by Fireblocks) (the “Deliverables”)
Kick Off Call	Bring the technical stake holders that will work on the backend development.	Provide the information about the required APIs to integrate.
API integration guidance	Start developing the integration.	Provide the information and support during the development effort on the client’s side.
Adding the exchange to Core services	Assign a POC to address any questions or issues that arise during the integration phase.	Implement and integrate the new exchange into the Fireblocks Core services.
End-2-End testing	Execute the relevant tests from the client’s side.	Execute the relevant test from the Fireblocks side.

III. Out of Scope

All tasks not detailed in the relevant IN-SCOPE section above are considered out of scope, including:

1. Technical system integration and/or design
2. Smart contract development
3. ICO whitepaper advisory
4. Tokenomics
5. Submission of license application
6. Legal advice or guidance
7. Program management is the responsibility of the Client including all communication with the steering committee.
8. Organizational Change management activities such as communication planning, organizational design or role mapping.
9. Custom Code Development – Fireblocks will not develop backend services, frontend applications, or custom integrations on behalf of the client.
10. Fireblocks does not design, implement, or manage the exchange’s trading, order matching, or settlement logic.

IV. Assumptions

1. Client acknowledges that notwithstanding the table above, Fireblocks will use commercially reasonable efforts to assist Client in meeting these Package Objectives.
2. The Client will have collected all functional requirements, roles, and responsibilities prior to the start of the project.
3. The Client will make available key team members during the implementation.
4. Client will provide remote access to Fireblocks staff to the Fireblocks environments in-scope.
5. Client will provision any and all hardware and software relevant to the Package scope and Deliverables. This includes hardware devices to support the operation of the Fireblocks custody solution (a mobile device (Android or Apple) that can download and install the Fireblocks mobile application and has biometric features) and if necessary, provision of co-signing hardware, hosted either on a Microsoft Azure confidential computing VM instance (Intel SGX) or an Intel-based server with the option to enable SGX.
6. Fireblocks personnel shall be deployed during Fireblocks’ normal operating hours in the location of work.
7. Both Fireblocks and the Client will establish and approve the success/acceptance criteria for the Package.
8. The implementation is assumed to run for 12 consecutive weeks. Delays may have an impact on the timeline and require a Change Request (CR) to address.
9. Client acknowledges that the expected schedule is based on Fireblocks’ industry experience. While performing the Services hereunder, Fireblocks may encounter unforeseen circumstances that increase the effort required to fulfill its obligations. Therefore, Client hereby agrees that should Fireblocks require any additional hours and/or days to complete the objectives in the Description of Services, the Parties shall mutually agree upon a change order setting out the amended scope and/or fees for such additional hours. Fireblocks shall use its best efforts to provide the Client as advance notice of any such additional hours as possible.

10. The client must have an internal R&D and engineering team capable of designing, developing, and maintaining the integration with Fireblocks.
11. Delivery will be remote, with communication conducted via Google Meet, Slack, or Teams. No onsite visits are expected as part of the implementation.
12. As a prerequisite, the customer must purchase a Network link integration package (for exchanges that are not integrated with Fireblocks).

V. Intellectual Property Rights

The Parties agree that this Professional Services Package does not grant or confer any right, title or interest in the other Party’s tangible or intangible property that are now or may later be owned by such Party. A Party shall have, and shall obtain, no rights in the other Party’s Intellectual Property except as explicitly set forth here.

Client Materials: “Client Materials” shall include any data, content or other tangible or intangible systems, technology or material provided by Client to Fireblocks either directly or indirectly in connection with this Professional Services package. Client grants Fireblocks a worldwide, sublicensable, royalty-free and non-exclusive license to use, reproduce, modify and adapt, distribute or otherwise exploit the Client Materials but solely as needed for the purpose of this Professional Services package and Client warrants and covenants that it has the right to grant to Fireblocks such a license.

The Intellectual Property Rights in the Deliverables are, and shall remain, the property of Fireblocks and the Client acquires no rights in or to the Deliverables other than those expressly granted herein. Nothing herein constitutes a waiver of Fireblocks’ Intellectual Property rights under any applicable law. Nothing in this Professional Services package excludes the liability of Client for any breach, infringement or misappropriation of Fireblocks’ Intellectual Property rights.

Each Party shall prevent any infringement of the other Party’s Intellectual Property Rights and shall immediately report to the other Party any such infringement that comes to its attention.

VI. Termination

This Professional Services package shall commence on the Effective Date and shall terminate upon delivery and completion of the professional services and the Deliverables referred to herein, unless terminated earlier in accordance with the terms set out here or the Agreement. Termination of the Agreement may terminate this Package but termination of this Package shall not result in termination of the Agreement or any other SOW/Professional Services Package in place at the time.

VII. Warranties and Disclaimers

The Client is solely responsible for its choice to use and rely on any and all professional services and/or Deliverables provided by Fireblocks under this Professional Services Package and notwithstanding any terms in the Agreement (including, for example, any Disclaimer of Warranties or Limitation of Liability), Fireblocks and its affiliates make no, and hereby disclaim all, liability, warranties, whether express or implied (by law or otherwise), with respect to such professional services and Deliverables.

Fireblocks shall have no liability in connection with the Client’s use of the Deliverables provided under this Professional Services Package including without limitation in connection with any loss of the Client’s digital assets, security or data privacy, howsoever incurred. Fireblocks does not warrant (except as required by law) in any manner, including for accuracy or completeness, of the Deliverables, unless otherwise agreed here.

Fireblocks’ engagement is based on its expertise as a technology provider in the blockchain space. Client acknowledges and agrees that Fireblocks will not provide any legal or regulatory advice with respect to Client’s business dealings, and Client is solely responsible for obtaining any independent legal, financial or regulatory advice with respect to the Package, in its sole discretion.

VIII. General

Governing Law: The governing law and jurisdiction provisions of the Agreement apply mutatis mutandis to this Professional Services Package.

Severance: If any provision of this Professional Services Package shall be declared invalid, illegal or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in violation of law or unenforceable and all remaining provisions shall continue in full force and effect.