Exhibit 10.54
ASSISTANCE SERVICES
AGREEMENT
THIS ASSISTANCE SERVICES AGREEMENT IS MADE AND
ENTERED INTO AS OF THE EFFECTIVE DATE BY AND BETWEEN:
1.
u-blox America Inc., with
registered offices at 1902 Campus Commons Drive, Suite 310, Reston,
VA 20191, USA (“u-blox”).
2. LOCATION
BASED TECHNOLOGIES INC. ,
a company incorporated in the state of Nevada, having its principal
place of business at 4989 E. La Palma Avenue, Anaheim, California,
92807 (“ LBT ”).
WHEREAS:
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A.
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u-blox, through its sister company,develops and
licenses, amongst others, real-time software GPS
technologies;
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B.
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u-blox, through its sister company, provides,
amongst others, Internet-based GPS assistance services;
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C.
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LBT develops GPS based consumer products for
locating persons, pets and/or items;
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D.
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u-blox is willing to provide licenses and
services for use of its software GPS technologies by LBT in some or
all of their consumer GPS-based products;
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E.
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This Assistance Service Agreement sets forth the
terms under which u-blox shall provide Internet based Assistance
Services for use with u-blox’s GPS technologies to
LBT.
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SECTION 1.0 – FRAMEWORK
AGREEMENT
The terms of the Framework Agreement and the
Platform Development Agreement shall apply to this Assistance
Service Supplemental Agreement (the “Supplemental
Agreement”) mutatis mutandis. In the event that any term or
clause herein shall be in conflict with any term or clause within
the Framework Agreement or the Platform Development Agreement then
the terms of this Assistance Service Agreement shall prevail for
the exclusive and limited scope of this Assistance Service
Agreement.
u-blox AG has acquired Geotate BV and all
contracts signed between LBT and NXP and Geotate BV are assigned to
u-blox America Inc.
ARTICLE 2.0 - ASSISTANCE
SERVICES; LIMITED SERVICE LICENSE
2.1
Service Provision. Subject to LBT’s payment of the Service
Fees and during the term of this Assistance Services Agreement,
u-blox shall use commercially reasonable efforts to provide the
Assistance Services to LBT for the exclusive use of the Assistance
Services with the Products. Should u-blox be unable to provide GPS
assistance services due to corporate insolvency, u-blox will assist
LBT in securing access to the GPS assistance services source for
direct licensing purposes.
2.2
Internet Delays. u-blox’s ASSISTANCE SERVICES MAY BE
SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE
USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. u-blox IS NOT
RESPONSIBLE OR LIABLE FOR ANY DELAYS, SERVICE FAILURES, OR OTHER
DAMAGE RESULTING FROM SUCH PROBLEMS.
2.3
Failure of Third Parties. u-blox’s ASSISTANCE SERVICES ARE DEPENDENT
UPON THIRD PARTIES’ DELIVERIES AND SERVICES. u-blox IS NOT
RESPONSIBLE OR LIABLE FOR ANY DELAYS, SERVICE FAILURES, OR OTHER
DAMAGES RESULTING FROM THE FAILURE OF THIRD PARTIES TO DELIVER
THESE DELIVERIES AND/OR TO PERFORM THESE SERVICES.
2.3
Service License. Subject to the terms and conditions of this
Assistance Service Agreement, u-blox hereby grants to LBT, and LBT
hereby accepts from u-blox, a non-exclusive, personal,
non-transferable worldwide usage license, without the right to
sublicense, to the Assistance Services (hereafter the
“Licensed Services”), to:
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use the Licensed Services to implement a Cached
Proxy Assistance Service;
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(ii)
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use the Cached
Proxy Assistance Service exclusively in conjunction with the
Licensed Technology in Products;
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(iii)
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use the Cached
Proxy Assistance Service for maintaining and supporting its
Products with the integrated Licensed Software including, but not
limited to:
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a. performing
error-correction and Customer support on said Products;
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b. testing and
evaluating the (performance of) the Licensed Software;
and
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c. training its
(support) engineers;
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2.4
No Other Rights or Licenses. Other than the limited usage license granted to
LBT und
