Audi, Dealer.com, and Google Paid Search Pilot Terms & Conditions
Addenda for Additional Features
The following Additional Terms and Conditions of Use for the additional features listed below (collectively, the “Additional Terms”) modify, supplement and amend the Master Terms and Conditions between DDC and You (the “Master Terms,” and, collectively, with any Additional Terms, the “Agreement”). In the event of any inconsistency between the Additional Terms and the Master Terms, these Additional Terms shall govern and control. In all other respects, the Master Terms are and shall remain in full force and effect. Unless expressly indicated to the contrary herein below, the defined terms used in these Additional Terms shall have the meanings ascribed to them in the Master Terms. “Services” as defined in the Master Terms shall include the additional features noted below.
Google Search Advertising Service
1. Term. Notwithstanding anything in the Master Terms to the contrary, the term of the Agreement with respect to the Google Search Advertising Service (“Google Search Advertising Pilot Service”) shall begin on November 1, 2017 and end on January 31, 2018 (the “Pilot Term”). The Term for the Google Search Advertising Pilot Service shall not automatically renew, but shall only be renewed upon mutual written agreement between You and DDC. For the avoidance of doubt, the Term of the Agreement with respect to all other Services provided thereunder shall remain unchanged. Activation of the Google Search Advertising Pilot Service shall be deemed to occur on November 1, 2017.
2. Beta Testing. You hereby agree to use and beta test the Google Search Advertising Pilot Service, understanding that the beta version has not been finally validated as a commercial product according to DDC’s internal product development processes and the Google Search Advertising Pilot Service requires further business and/or functional validation. You shall reasonably cooperate with DDC on the Google Search Advertising Pilot Service and shall report to DDC any defects or errors that You observe in the Google Search Advertising Pilot Service as they arise. You acknowledge and agree that DDC may release upgrades and/or updates to the Google Search Advertising Pilot Service to You during the Term, and you agree to use such upgraded/updated Google Search Advertising Pilot Service. At the conclusion of the Term, You shall provide to DDC an evaluation of the Google Search Advertising Pilot Service, including both positive and negative aspects. You should also evaluate the Google Search Advertising Pilot Service’s suitability for use in Your business. Evaluation for purposes of this paragraph will include, but not be limited to, sharing of pre and post pilot data such as cost-per-click, cost per conversion, Google impression share and click-share, visits leads, phone calls and vehicle detail pages. All Evaluation data described herein may be shared by DDC with Audi of America, Inc. (“AoA”)
During the Pilot Term, You shall not allocate or otherwise spend any funds on paid search advertising outside of the Google Search Advertising Pilot Service under these Additional Terms. Any portion of Your advertising budget that was allocated toward search advertising prior to the Pilot Term shall be re-allocated to other channels during the Pilot Term unless You instruct DDC otherwise. The paid search advertising campaigns used in this Google Search Advertising Pilot Service will be provided by Google in consultation with AoA and subject to change only by Google and AoA and not by Audi Dealer. At the end of the Pilot Term, Your advertising budget and allocations shall automatically revert to pre-pilot levels unless You instruct DDC otherwise.
3. Fees. In consideration of Your obligations to cooperate with the Google Search Advertising Pilot Service and provide feedback in accordance with Section 2 above, as well as other good and valuable consideration, the Google Search Advertising Pilot Service shall be provided to You during the Term at no cost; provided, however, that you shall still be responsible for any fees associated with the remaining advertising services provided by DDC.