Fireblocks Service Level Agreement (SLA)

EFFECTIVE DATE: JUNE 24, 2024

I. Service Commitment

During the term of the Agreement, Fireblocks will use commercially reasonable efforts to make the Covered Services (defined below) available with a Monthly Uptime Percentage (defined below) of at least 99.9% during any calendar monthly billing cycle (the “Service Commitment”). In the event that Fireblocks does not meet the Service Commitment, Client may be eligible to receive Service Credits, as described below.

II. Capitalized Terms

Any capitalized terms not defined herein shall have the meaning ascribed to them in the Master Service Agreement (“MSA”) by which Client subscribed to the Fireblocks’ Service, including any Additional Product Terms incorporated in the MSA.

III. Covered Services

This Service Level Agreement applies only to Platform Services and any applicable Premium Features, as described in the MSA (collectively, the “Covered Service(s)”). All Add-On Features and Third Party Services are specifically excluded, however accessed or procured.

IV. Definitions

a. “Downtime” or “Downtime Incident” means the time in which Covered Service is unavailable to Client as measured and determined solely by Fireblocks based on its servers. Downtime Incidents do not include the SLA Exclusions as defined in section 6 below (“Exclusions”).  

b. “Downtime Period” means the number of minutes in a calendar month during which Covered Services are unavailable to Client due to a Downtime Incident(s).

c. “Monthly Uptime Percentage” means the total number of minutes in a calendar month, minus the Downtime Period, divided by the total number of minutes in a calendar month.

d.“Initial Response”: means (i) an acknowledgment of receipt of a notification of an error; and (ii) if necessary, a request for additional information.

e. “Service Credit” means the percentage of the subscription fee prorated for the calendar month in which the Downtime occurred to be credited  against the amount due to Fireblocks in the next invoice as set forth in the Service Credit Table. For the avoidance of doubt, any fees for Add-On Features, Third Party fees or variable fees (i.e. overage costs) are excluded from the Service Credit calculation.

V. Service Credit Eligibility

Monthly Uptime Percentage	Service Credit Eligibility
Between 99.0% – 99.9% (inclusive)	10%
Less than 99.0%	20%

In order to receive any of the Service Credits described above, Client must (i) notify its Fireblocks customer success manager in writing within thirty (30) days from the time when Client becomes eligible to receive Service Credits; (ii) submit to Fireblocks’ technical support team all information necessary for Fireblocks to validate Client’s claim, including but not limited to: (a) a detailed description of the Downtime Incident; and, (b) information regarding the time and duration of the Downtime Incident; and, be in compliance with the terms of its Master Service Agreement with Fireblocks. Failure to comply with these requirements will void Client’s right to receive Service Credits.

CLIENT HEREBY ACKNOWLEDGES AND AGREES THAT ITS RIGHT TO RECEIVE SERVICE CREDITS AS SPECIFIED ABOVE CONSTITUTES ITS SOLE AND EXCLUSIVE REMEDY FOR ANY DOWNTIME INCIDENTS.

VI. Exclusions

The Service Credits do not apply to any Downtime Incidents that:

a. are planned downtime incidents announced in advance by Fireblocks to the Client, including without limitation, for periodic upgrades and maintenance; 

b. are subject to the Force Majeure clause in the MSA;  

c. resulted from use of the Fireblocks Service other than as directed by Fireblocks (including in any Help Center article) or in violation of the terms of the MSA; 

d. resulted or originated from Client’s employees or agents, equipment, software or other technology and/or third party equipment, software or other technology, including any aspect of the Client environment; 

e. are caused by factors beyond Fireblocks’ reasonable control including, but not limited to, any failure caused by blockchain nodes, issues with the underlying blockchain, cloud providers downtime or any Third Party  downtime incident or issue, whether Fireblocks has integrated or embedded such Third Party’s services or not; or,

f. any time where Fireblocks is awaiting information from Client or awaiting Client confirmation that the Service has been restored.