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 ”).
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:
2.4 No Other Rights or Licenses. Other than the limited usage license granted to LBT und