This Incentive Creator software-as-a-service platform and related website interface (the “Solution”) is operated by PHD (“Company”, “we”, “us”, or “our”). These Terms of Use (“Terms”) govern each authorized user’s access to and use of the Solution.
By accessing or using the Solution, continuing to use the Solution after notice of updated Terms, or submitting an offer, you agree on behalf of yourself and the Volkswagen dealership or other business entity for which you access the Solution (the “Dealership”) to comply with these Terms. If you do not agree to these Terms, or if you are not authorized to bind the Dealership, you must not access the Solution or submit any offer through the Solution. If you breach these Terms or any related policy, we may suspend or terminate your access to the Solution immediately, where possible by giving notice through the Solution, VW single sign-on, email, or other contact information available to us.
The Solution is provided only to authorized VW dealers and their authorized dealership personnel for the limited business purpose of creating, modifying, and submitting incentive offers. You may use the Solution only if VW corporate or an authorized Dealership administrator has provisioned or delegated your access through VW single sign-on. The Solution may not be used for any unlawful, fraudulent, deceptive, harassing, objectionable, competitive, or other purpose unrelated to authorized dealership incentive-offer activities.
Access to the Solution is controlled through VW single sign-on credentials. You must keep your credentials secure, use only your own assigned account, and comply with all VW identity, access-management, security, and authentication requirements applicable to your access.
Dealership administrators may delegate access only to a limited number of Dealership employees who have VW single sign-on access and a legitimate need to use the Solution for Dealership incentive-offer activities.
The Dealership is responsible for all activity conducted by its Authorized Users and for ensuring that each Authorized User understands and complies with these Terms and any applicable VW policies, program rules, and approval workflows.
We may suspend, restrict, or terminate access to the Solution at any time if we believe an account is no longer authorized, presents a security risk, has been used in violation of these Terms, or may compromise the integrity of the Solution or any offer-review workflow.
We may update, modify, suspend, or discontinue any part of the Solution from time to time, including to maintain security, support VW program requirements, improve functionality, or address operational needs.
The Solution, all content, software, workflows, interfaces, documentation, analytics, configurations, templates, and other materials made available through the Solution (collectively, "Content"), and all copyrights, trademarks, service marks, trade secrets, and other intellectual property rights in the Solution and Content, are owned or licensed by Company or its licensors. We and our licensors expressly reserve all rights in and to the Solution and Content. Nothing in these Terms grants you any legal rights in the Solution or Content other than the limited right to access and use the Solution in accordance with these Terms for authorized Dealership business purposes.
You are responsible for maintaining the equipment, internet access, browser, and other systems necessary to access the Solution, and for ensuring that your use of the Solution complies with Dealership policies, VW requirements, and applicable law.
Each Dealership is responsible for ensuring that all its Authorized Users are permitted to access the Solution and use it only for the Dealership’s authorized incentive-offer activities.
When using the Solution, you must observe the following rules:
Each time you create, modify, or submit an incentive offer through the Solution, you represent that you are authorized to do so on behalf of the Dealership, that the information and modifications submitted are accurate and complete, and that the Dealership accepts responsibility for the offer as submitted, including any modifications made by its Authorized Users.
The Solution may support the preparation, of offers, but it does not independently approve, validate, or guarantee the legality, accuracy, and commercial suitability. You and the Dealership are responsible for ensuring that each offer created, modified, submitted, published, or otherwise used in connection with the Solution complies with all applicable VW policies, VW program requirements, Dealership obligations, advertising and consumer-protection laws, disclosure requirements, and other applicable laws and regulations. Company does not assume responsibility for determining whether any offer is compliant, approved, or suitable for use with customers. You remain responsible for reviewing each offer before submission and for ensuring that any required VW, Dealership, legal, or business approvals have been obtained.
The Solution may contain links to, or interoperate with, websites, systems, services, data sources, single sign-on tools, or other technology maintained by VW or other third parties (each, a “Third-Party Service”). Company is not responsible for the operation, availability, security, or content of any Third-Party Service except to the extent expressly stated in a separate written agreement. Your use of any Third-Party Service may be subject to separate terms, policies, or access requirements.
Company may collect personal information, usage information, analytics, device information, authentication-related information, and offer-submission records through or in connection with the Solution and will handle such information in accordance with its applicable privacy policy and any other privacy or data-processing terms that apply to the Solution (collectively, the “Privacy Policies”). The Solution may use low-level, strictly necessary cookies or similar technologies solely to support login, authentication, session management, security, and operation of the Solution, and Company will not use those cookies or similar technologies for analytics, advertising, profiling, or any other purpose. You should contact Company as set forth in the Privacy Policies with all complaints, questions, and requests for additional information relating to Company’s handling of such information.
As a condition to submitting an offer through the Solution, you may be required to provide clear affirmative acknowledgments, including acknowledgments that:
THE SOLUTION AND ALL CONTENT ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND WITHOUT ANY WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT). WITHOUT LIMITING THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, COMPANY DOES NOT WARRANT OR REPRESENT THAT THE SOLUTION OR ANY CONTENT (A) WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE, (B) WILL BE FREE FROM SPYWARE, MALWARE, ADWARE, VIRUSES, WORMS, OR OTHER MALICIOUS CODE, (C) WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR BUSINESS RESULT, (D) WILL ENSURE THAT ANY OFFER IS ACCURATE, APPROVED, COMPLIANT, OR ENFORCEABLE, OR (E) WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY SHALL NOT HAVE ANY LIABILITY FOR (A) ANY PERSONAL INJURY; (B) LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, SECURITY INCIDENTS, OR COMPUTER OR SYSTEM FAILURES; (C) ANY OFFER TERMS, MODIFICATIONS, APPROVALS, REJECTIONS, CUSTOMER COMMUNICATIONS, OR BUSINESS DECISIONS MADE BY A DEALERSHIP OR ITS AUTHORIZED USERS; OR (D) ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER, IN EACH CASE ARISING FROM OR RELATED TO YOUR USE OF, OR INABILITY TO USE, THE SOLUTION OR ANY CONTENT, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, AND EVEN IF COMPANY KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
OUR MAXIMUM LIABILITY TO YOU OR ANY DEALERSHIP IN RESPECT OF YOUR ACCESS TO OR USE OF THE SOLUTION, ANY OFFER SUBMITTED THROUGH THE SOLUTION, OR ANY MATTER ARISING UNDER OR IN CONNECTION WITH THESE TERMS IS LIMITED TO THE GREATER OF $100 AND THE AMOUNTS PAID TO COMPANY FOR THE SOLUTION DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR SUCH OTHER AMOUNT AS MAY BE REQUIRED BY APPLICABLE LAW.
Any use by you of the Solution or Content in a manner not expressly permitted by these Terms may mean that you are infringing our rights and/or the rights of our licensors. We and our licensors reserve all rights and remedies available in respect of any such infringement or unauthorized use.
You and the Dealership must indemnify, defend, and hold harmless Company, its subsidiaries and other affiliates, and its officers, employees, licensors, service providers, and other agents, from all costs, expenses, damages, liabilities, losses, and other monetary payments (including, but not limited to, attorneys' fees and disbursements) in connection with (a) your access to, and use of, the Solution, (b) your failure to perform any obligation pursuant to these Terms, (c) your violation of any rights of a third party, (d) any offer, information, modification, instruction, approval, or other content submitted through the Solution by you or any Authorized User of the Dealership, and (e) any claim arising from the Dealership’s offer terms, customer communications, advertising, disclosures, or failure to comply with applicable VW program requirements or law.
You grant to Company a non-exclusive, worldwide, royalty-free license to access, host, copy, process, transmit, display, modify, and create derivative works from information, offer details, instructions, approvals, and other content submitted through the Solution, solely as necessary to provide, secure, support, improve, analyze, and document the Solution and related offer-review workflows. All information submitted through the Solution must be accurate and complete in all respects, unless by its nature such information is not intended to be accurate or complete, and you must promptly update or correct such information to maintain its accuracy and completeness.
You and the Dealership are responsible for ensuring that each offer created, modified, submitted, published, or otherwise used in connection with the Solution complies with all applicable VW policies, VW program requirements, Dealership obligations, advertising and consumer-protection laws, disclosure requirements, and other applicable laws and regulations. Company does not assume responsibility for determining whether any offer is compliant, approved, or suitable for use with customers.
For purposes of these Terms, “Program Terms” means the PHD Media LLC Terms and Conditions for Dealers made available to the Dealership in connection with the Volkswagen Dealer Marketing Program 2.0 and identified as Volkswagen Dealer Universal Terms 03-25-2026, together with any later version that has been made available to and accepted by the Dealership in accordance with the applicable Volkswagen program opt-in or notice process. The Dealership’s obligations under the Program Terms are incorporated into these Terms by reference solely to the extent they relate to the Dealership’s and its Authorized Users’ use of the Solution, including obligations concerning service access, account credentials, Dealer-provided content, offer language, advertising and consumer-protection compliance, applicable-law compliance, and responsibility for dealership submissions.
For clarity, the incorporation in this Section 13 does not incorporate any payment, media-buying, affiliated-solution approval, audit-right, assignment, arbitration, venue, or other commercial or service terms from the Program Terms unless those terms are expressly stated in these Terms. These Terms do not make Company a party to the Program Terms, do not modify the contractual relationship between the Dealership and the affiliate agency, and do not limit any rights or protections available to Volkswagen, PHD Media LLC, or any other intended beneficiary under the Program Terms.
The laws of the State of New York govern these Terms and your use of the Solution, without giving effect to any conflict-of-law’s provisions that would result in the application of the laws of any other state. To the maximum extent permitted by law, you irrevocably consent to the jurisdiction of the courts located in New York, New York for any action or proceeding arising out of or relating to these Terms. At its option, Company may seek all remedies available to it in these Terms, under law, and in equity, including injunctive relief and specific performance to enforce these Terms and any additional instructions, guidelines, or policies applicable to the Solution.
These Terms, together with any policies, notices, supplemental terms, and Program Terms expressly incorporated by reference, contain the entire agreement and supersede all prior oral and written proposals, understandings, and agreements between you and Company with respect to the Solution and Content. The Program Terms are incorporated only to the extent expressly stated in Section 13 and only for the limited purposes described there.
Whenever possible, each provision of these Terms shall be interpreted to be effective and valid under applicable law. If, however, any such provision shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law, or if for any reason it is not so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder of such provision, or any other provision of these Terms, being prohibited or invalid.
Company may revise these Terms from time to time by posting the revised Terms in or through the Solution, making them available through the Solution interface, or otherwise providing notice through reasonable means. Unless otherwise stated in the revised Terms, the revised Terms will take effect as of the date of posting or notice. Your continued access to the Solution or submission of any offer after the effective date will be deemed acceptance of the revised Terms.
If you have any questions or desire additional information regarding the Solution, any Content, or these Terms, or if you would like to contact Company for any other reason, please contact:
PHD NEW YORK