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DQF Terms and Conditions - Workforce QA
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Visifyle Terms & Conditions

Please read these Visifyle Terms & Conditions carefully.  They are incorporated by reference into and supplement a Service Agreement which you have signed.  By accessing, using, ordering, and receiving services from WorkforceQA, you are accepting and agreeing to be legally bound by the additional and supplemental terms and conditions stated hereinbelow.

  1. Incorporation of Terms.  To order and receive services from WorkforceQA, LLC [TH1] (“WFQA”), all customers (hereafter, the “Client”) must sign a Service Agreement.  These Visifyle Terms & Conditions are hereby incorporated into and supplement the Service Agreement executed by Client and together with the Service Agreement shall govern the purchase, receipt, and use of all Services.  By purchasing, receiving, and using Services, you are agreeing to be bound by these Visifyle Terms & Conditions and your continued use or access to WFQA’s Platforms and ordering of Services indicates your continued acceptance of the same.  Where there is a conflict or inconsistency between the Service Agreement and these Visifyle Terms & Conditions, the Service Agreement shall prevail and govern the rights, duties, and obligations of the parties
  2. Definitions.
    1. CDL: Shall refer to a commercial driver’s license.
    1. DOT: Shall refer to the United States Department of Transportation.
    1. Driver Qualification File or DQF: Shall refer to the driver qualification file that is required to be maintained by the Client as a motor carrier for each driver it employs as set forth in 49 C.F.R. § 391.51, and includes: (i) the driver’s application for employment, (ii) a copy of the motor vehicle record received from a State, (iii) the certificate of driver’s road test issued to the driver or a copy of the license or certificate which the Client accepted as equivalent to the driver’s road test, (iv) the motor vehicle record received from a State pursuant to the annual driver record inquiry, (v) a note relating the annual review of the driver’s driving record, (vi) a list or certificate relating to violations of motor vehicle laws and ordinances, (vii) the medical examiner’s certificate, (viii) the Skill Performance Evaluation Certificate (as that term is defined in Part 391), (ix) where applicable, for drivers not required to have a CDL, a note relating to verification of the medical examiner listing on the National Registry of Certified Medical Examiners, and (x) the driver investigation history file required to be maintained under § 391.53.  (Note: the terms “Driver Qualification File” and “DQF” will be used interchangeably herein.)
    1. Motor Vehicle Record: Shall mean the report of the driving status and history of a driver generated from the driver record maintained by a State and that is provided to users, such as drivers or employers, and which is subject to the provisions of the Driver Privacy Protection Act, 18 U.S.C. §§ 2721-2725.
    1. MVR: Shall mean Motor Vehicle Record.
    1. TPA Services: Shall refer to the third-party administrative services provided by WFQA in connection with the Client’s license to use the Visifyle Platform, including (i) account structure set-up and training, (ii) historical data migration, (iii) DQF management, (iv) DOT audit services, (v) ongoing system training & tutorials, and (vi) such other management services as WFQA may, from time to time, offer in connection with the Visifyle Platform.
    1. Visifyle Services: Shall refer to the Visifyle Platform together with TPA Services.
    1. Visifyle Platform: Shall refer to the web-based document management system that enables Client to maintain digital DQFs, together with any associated database structures and queries, interfaces, tools, and the like.
    1. All other capitalized defined terms shall have the definitions assigned to them in the Service Agreement or the other Incorporated Terms.
  3. License.  WFQA grants to Client a limited, revocable, non-transferable, non-exclusive, non-sublicensable license to access and use the Visifyle Platform to create, manage, store, and maintain its Driver Qualification Files in accordance with terms and upon the conditions set forth herein.
  4. Visifyle Platform Technology.  The Visifyle Platform is part of the suite of Platforms owned or licensed by WFQA, and the license granted to Client hereunder is therefore governed by, subject to, and conditioned upon Client’s agreement to the terms and conditions set forth in the Platform Terms of Use, found at www.wfqa.com/[●]/Platform-Terms-of-Use (hereafter, “Platform Terms”), which are adopted and incorporated by this reference as if fully set forth herein.
    1. The Visifyle Platform includes the following features which are available to Clients with a subscription (hereafter, the “Specifications”): (i) the ability to access the platform wherever the Authorized User has an Internet connection; (ii) an executive dashboard the enables an Authorized User to monitor key metrics; (iii) the ability to set automated notifications for document expiration dates, including the ability to escalate notifications based upon customized account rules; (iv) the ability to generate reports and export data in electronic (Excel) format; (v) the ability to order annual motor vehicle records; (vi) uploading documents directly into the Visifyle Platform; (vii) the ability to review documents to determine whether they comply with DOT regulations; (viii) the ability to mark DQFs as compliant or non-compliant, along with notating expiration dates; (ix) the ability to assign documents to the appropriate DQF; (x) the ability to provide notifications to designated Client personnel for non-compliant documents; (xi) the ability to review and update the status of a driver’s MVR report; and (xii) such other features as WFQA may, from time to time, deploy on the platform.
  5. TPA Services.  WFQA offers the following TPA Services:
    1. Core DQF TPA Services.  If purchased, Core DQF TPA Services include: (i) review of documents submitted by Client personnel for inclusion in a DQF to assess whether they comply with criteria and requirements established by the Client; (ii) notifying designated Authorized Users of documents that do not comply with the Client’s criteria and requirements; (iii) marking DQFs as compliant or non-compliant with the Client’s criteria and requirements; (iv) electronically flagging expiration dates in the Visifyle Platform; and (v) placing documents in the appropriate DQF.
    1. DQF Implementation & Data Migration Services.  If purchased, DQF Implementation & Data Migration Services include: (i) setting up a Client’s account structure with permission-based access for multiple tiers of Authorized Users; (ii) providing instructions and templates to enable the Client to submit a list of drivers for each of its locations; (iii) providing initial training to designated Authorized Users on how to use the Visifyle Platform; and (iv) migrating existing files for each driver, whether in electronic or paper format, to the Visifyle Platform.
    1. DOT Audit Services.  If purchased, DOT Audit Services include assisting the Client with gathering auditor-requested documents and data, including printing documents, reviewing files, and formatting and exporting data from the Visifyle Platform.
    1. Core MVR TPA Services.  If purchased, Core MVR TPA Services include: (i) facilitating the receipt of the Client’s driver roster via spreadsheet template; (ii) obtaining the Client’s initial and annual MVRs for each driver[TH2] ; (iii) assigning a status in the Visifyle Platform for each MVR in accordance with the Client’s criteria; (iv) reporting the MVR result with supporting documentation via the Visifyle Platform; and (v) placing the MVR report in the appropriate DQF.
      1. Notice of Non-Applicability of Federal or State Consumer Reporting Laws.  In providing the service of retrieving MVRs, assigning a status in accordance with the Client’s criteria, and storing the same in the Visifyle Platform, WFQA is not functioning as a consumer reporting agency as that term is defined in 15 U.S.C. § 1681a: WFQA is neither assembling nor evaluating the MVRs.  Client hereby agrees to defend, indemnify and hold [TH3] WFQA harmless of and from any claim, demand, suit, or the like asserting that or based upon the contention that WFQA’s provision of the MVR TPA Service to Client constituted consumer reporting services subject to the Fair Credit Reporting Act or its state analogs.
    1. MVR Account Set-up Services.  If purchased, MVR Account Set-up Services include: (i) setting up the Client’s account structure with permission-based access for multiple tiers of Authorized Users; (ii) providing instructions and templates to enable the Client to submit a list of drivers for each of its locations; and (iii) providing initial training to designated Authorized Users to understand how to use the Visifyle Platform.
  6. Compensation.  In consideration of the grant of one or more licenses to the Visifyle Platform and for the TPA Services performed by WFQA, Client agrees to pay WFQA in accordance with the Prices and Fees set forth in the Price Schedule and the Service Agreement.
  7. Obligations of the Client.  Client shall be responsible for creating, managing, storing, and maintain its Driver Qualification Files in accordance with its own polices and procedures and in compliance with applicable laws and regulations.  WFQA does not and cannot provide legal advice, guidance, or recommendations to Client regarding the nature, scope, content, or extent of the Client’s legal, compliance, or third-party contractual obligations and whether use of Visifyle and WFQA’s TPA Services satisfies those obligations.  It is the Client’s responsibility to review and determine whether the Visifyle Platform and WFQA’s TPA Services meets its business, contractual, regulatory, or legal needs.  Client represents and affirms that it has a written DQF compliance plan, that it has designated one or more of its agents to be the DQF compliance manager, that this manager has examined the Visifyle Platform and considered the TPA Services and satisfied himself that it meets the needs of the Client, and that the Client relies solely upon the advice and opinion of its own compliance manager or legal counsel in using the Visifyle Platform and TPA Services.  Client shall be responsible for its own compliance with all applicable federal and state laws, statutes, and regulations, including, but not limited to, Part 391 of the Federal Motor Carrier Safety Regulations.
  8. Intellectual Property & Data Ownership.
    1. As to the Visifyle Platform.  The Visifyle Platform is part of the suite of Platforms owned or licensed by WFQA; as such the intellectual property rights and remedies are governed by the Platform Terms.  Any suggestions, recommendations, discoveries, improvements, or other ideas offered by Client to WFQA and which are incorporated into the Visifyle Platform (hereafter, “Improvements”) shall become the exclusive property of WFQA, and WFQA shall solely own all right, title, and interest in and to all such Improvements regardless of inventorship, authorship, or other origination and it may use, sell, license, and publish without any obligation for attribution, payment of royalties, or liability to Client
    1. As to DQFs.  As between WFQA and Client, Client shall own the data, documents, images, files, and information created with or uploaded to the Visifyle Platform and shall otherwise hold full right, title, and interest in the Driver Qualification Files.  Client understands and acknowledges that DQF data may be hosted by a third party data center with which WFQA contracts.
  9. Limited Warranties. 
    1. As to the Visifyle Platform.  WFQA represents and warrants its Visifyle Platform shall conform in all material respects with the Specifications.  In the event the Visifyle Platform does not materially conform to the Specifications, WFQA’s sole obligation is to correct and repair the functionality of the Visifyle Platform to bring it into conformity to the Specifications and this shall be Client’s sole remedy.  The disclaimer of warranties, liability limitations, and hold harmless terms set forth in the Platform Terms are likewise applicable to the Visifyle Platform and are adopted and incorporated by this reference as if fully set forth herein.
    1. As to TPA Services. WFQA represents and warrants to Client that: (a) it shall perform the TPA Services in a professional and workmanlike manner using personnel of required skill, experience, and qualifications and in accordance with generally recognized industry standards and in compliance with terms of the Service Agreement and these Incorporated Terms; and (b) it shall devote adequate resources to meet its obligations herein.
    1. As to the DQFs.  Client represents and acknowledges that it is a sophisticated customer, that it understands its obligations under Part 391, and that it does not look to WFQA to assure that Driver Qualification Files maintained in the Visifyle Platform comply with applicable laws.  WFQA therefore expressly disclaims any liability for any fines or penalties assessed by a governmental agency, or for any damages flowing therefrom, by virtue of any alleged failure by Client to comply with Part 391 or other Federal Motor Carrier Safety Regulations.
    1. These Limited Warranties are in lieu of all other warranties, expressed or implied, in fact or in law, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose.  Additionally, WFQA makes no warranty of any kind that the Visifyle Services will meet Client’s requirements, operate without interruption, achieve any intended result, be compatible or with any software, system, or other service, or be secure, accurate, complete, free of harmful code, or error free.
  10. Exclusion of Damages.  In no event will WFQA or its affiliates and subsidiaries be liable to Client in connection with the provision of Visifyle Services under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, or otherwise for any: (i) loss of production, use, business, revenue, or profit or diminution in value; (ii) impairment, inability to use or loss, interruption, or delay of the Visifyle Services; (iii) loss, damage, corruption, or recovery of data, including DQF data, or breach of data or security system; (iv) the cost of replacement services; or (v) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether WFQA was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

Last Updated: xx/xx/xxxx.