GOESRED INC
Beta tester agreement
PLEASE READ THIS BETA TESTER AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE ACCESSING OR USING THE SERVICES PROVIDED BY GOESRED INC. (“GOESRED,” “RED,” “COMPANY,” “WE,” “US,” OR “OUR”).
BY CLICKING “I AGREE,” CHECKING AN ACCEPTANCE BOX, REGISTERING FOR AN ACCOUNT, OR ACCESSING THE BETA SERVICE, YOU (“BETA TESTER,” “USER,” “BOOKKEEPER,” OR “YOU”) AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE BETA SERVICE.
1. Purpose of the Beta Program and Material Conditions
1.1 Purpose: GoesRed is developing its proprietary software platform (the “Beta Service”), which provides automated statutory deadline reminders and compliance tracking designed exclusively for professional bookkeeping and accounting practices. The Beta Service is an experimental, pre-commercial release provided solely to enable Beta Testers to evaluate features, test functionality, and provide operational feedback to GoesRed prior to commercial General Availability (GA).
1.2 Scope and Relationship to Commercial Terms: This Agreement governs your participation in the GoesRed Beta Program and your evaluation of pre-release software. If you subsequently transition to or maintain an active commercial subscription under our generally available service, your commercial subscription is governed by our standard Terms of Service. In the event of any direct conflict between this Agreement and the commercial Terms of Service regarding your participation in the Beta Program or your use of pre-release software, this Agreement shall strictly control.
1.3 Feedback Requirements as a Material Condition: Beta Tester expressly acknowledges and agrees that active participation in GoesRed’s feedback process is a material condition of this Agreement and a direct prerequisite for continued access to the Beta Service. GoesRed will provide Beta Tester with brief digital feedback surveys no more than once per week, designed to require approximately five (5) minutes to complete. Beta Tester agrees to complete and submit each weekly feedback submission within forty-eight (48) hours of receipt. Failure or refusal to provide timely feedback constitutes a material breach of this Agreement, granting GoesRed the immediate right, in its sole discretion, to suspend or terminate Beta Tester’s access without prior notice.
1.4 Definition of Beta Period: As used in this Agreement, “Beta Period” means the duration of time during which Beta Tester maintains authorized access to, evaluates, or utilizes the Beta Service—commencing on the date Beta Tester first registers for or accesses the Beta Service and continuing until terminated by either party or until commercial launch pursuant to Section 14.
1.5 Electronic Assent, Underwriting Audit Stamping, and Reaffirmation: By entering promotion code BETA20, clicking “I Agree,” checking an acceptance box, or accessing the Beta Service, Beta Tester provides its legal electronic signature and express assent to this Agreement. To satisfy insurance underwriting (Tech E&O / Cyber compliance) and non-repudiation requirements, GoesRed programmatically records immutable proof of legal acceptance upon checkout—including user ID, account email, IP address, user-agent string, timestamp, and the SHA-256 cryptographic hash of this Agreement (logged as kind: "beta_terms" in our legal_acceptances and checkout_sessions tables). Furthermore, each subsequent sign-in or session authentication (via magic link token consumption or Google OAuth) constitutes an ongoing electronic reaffirmation of the published commercial Terms of Service and Privacy Policy, similarly logged with IP address, timestamp, and active policy hashes in immutable system audit tables.
2. Beta License, Scope of Use, and Third-Party Integrations
2.1 Evaluation License: Subject to the terms and conditions of this Agreement, GoesRed grants Beta Tester a limited, personal, non-exclusive, non-transferable, revocable, royalty-free license to access and use the Beta Service during the Beta Period solely for internal evaluation, testing, and feedback purposes within Beta Tester’s bookkeeping practice. The Beta Service is a business-to-business (B2B) platform; your clients do not receive logins, accounts, or direct access.
2.2 QuickBooks Online Accountant Integration: If Beta Tester elects to connect the Beta Service to Intuit QuickBooks Online Accountant (QBOA) or successor Intuit platforms, Beta Tester expressly authorizes GoesRed to access and read the firm’s administrative client list solely to collect client business names, individual contact names, client email addresses, and optional client mobile phone numbers necessary to populate your compliance roster:
- Scope of Access Limitations: GoesRed does not access, open, inspect, or query individual client company general ledgers, bank transactions, credit card records, invoices, payroll wage records, tax returns, Social Security Numbers (SSNs), Individual Taxpayer Identification Numbers (ITINs), or Employer Identification Numbers (EINs).
- Revocation of Authorization: Beta Tester may disconnect or revoke GoesRed’s application access at any time directly through Beta Tester’s Intuit account administrative settings.
- Third-Party Terms: Access to QuickBooks Online Accountant remains governed exclusively by Intuit Inc.’s independent terms of service and privacy policies. GoesRed assumes no liability or operational responsibility for the availability, security, or performance of Intuit products.
3. Professional Disclaimer and Non-Filing Status
3.1 Administrative Courtesy Tool Only: The Beta Service is an administrative workflow and backup tracking tool. It does not replace, substitute, or discharge Beta Tester’s professional judgment, fiduciary duty, or operational obligation to track, manage, and confirm client tax compliance deadlines (including, but not limited to, IRS Form 941, state sales tax, and quarterly estimated taxes).
3.2 Non-Filing Status: GoesRed is not a tax return preparer, an electronic return transmitter, a reporting agent, or a fiduciary. GoesRed does not provide tax, legal, financial, or accounting advice. The platform does not transmit tax returns, tax forms, or tax payments to the Internal Revenue Service (IRS), state departments of revenue, the Electronic Federal Tax Payment System (EFTPS), state WebFile systems, or any local taxing authority.
3.3 Independent Verification: Beta Tester remains exclusively responsible for independently verifying all statutory due dates, weekend and holiday adjustments, filing cadences, jurisdiction rules, and client submission statuses. The platform action labeled Mark Handled is an internal administrative notation for your convenience, recording that you verified completion outside the service; it does not constitute a government filing receipt, electronic timestamp, or proof of official filing.
4. Pre-Release Software and “AS-IS” Disclaimers
4.1 “AS-IS” and “AS-AVAILABLE” Status: BETA TESTER EXPRESSLY ACKNOWLEDGES THAT THE BETA SERVICE IS PRE-RELEASE, EXPERIMENTAL SOFTWARE THAT HAS NOT BEEN FULLY TESTED OR COMMERCIALLY HARDENED. THE BETA SERVICE IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND DEFECTS, AND WITHOUT WARRANTY OF ANY KIND.
4.2 Warranty Disclaimer: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOESRED INC. DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, NON-INFRINGEMENT, AND ERROR-FREE OR CONTINUOUS OPERATION.
4.3 Specific Operating Exclusions: WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, GOESRED DOES NOT WARRANT OR GUARANTEE THAT:
- THE BETA SERVICE WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM BUGS OR ERRORS;
- AUTOMATED NOTIFICATIONS, REMINDERS, DATES, OR EMAILS WILL BE DISPATCHED OR DELIVERED PROMPTLY, ACCURATELY, OR WITHOUT DELAY;
- THE BETA SERVICE WILL PREVENT MISSED STATUTORY DEADLINES, LATE FILINGS, REGULATORY NOTICES, OR TAX PENALTIES; OR
- ANY ROSTER, CLIENT DATA, OR NOTATION STORED ON THE SYSTEM WILL BE PRESERVED WITHOUT LOSS OR CORRUPTION.
5. Inapplicability of Commercial Guarantees
Any commercial performance guarantees, refund promises, or service warranties offered on GoesRed public marketing channels or in our commercial terms—including but not limited to the “30-Day Money-Back Guarantee” and the “Red Delivery Guarantee” (which provides subscription credits under qualifying commercial conditions)—are expressly void, inapplicable, and disclaimed during the Beta Period.
GoesRed provides no financial remedies, no subscription fee credits, no cash reimbursements, and no indemnification for any missed reminders, dispatch failures, platform downtime, or tax penalties during the Beta Period. Beta Tester’s sole remedy for dissatisfaction or platform malfunction is to cease using the Beta Service.
6. Communications Architecture and TCPA Disclosures
6.1 Client Email Notifications: The Beta Service dispatches automated transactional reminder emails to your tracked clients on your behalf at designated intervals (ten days before, three days before, and the day of a statutory due date). Emails reflect your practice name and direct all client replies to your designated business email address. Every email provides an immediate completion mechanism and an unsubscribe option. An unsubscribed or bouncing client address immediately halts subsequent automated mailings for that client.
6.2 No Automated Client Text Messages: GoesRed never initiates, transmits, or automates SMS or MMS text messages to your clients from our servers or telecommunications gateways. An optional client mobile phone number stored on your roster is utilized solely to generate a local device link using the standard sms: protocol within your device’s native messaging application. You retain absolute operational control over whether to edit, send, or discard any client text message from your personal or firm mobile device.
6.3 Text Messages to Beta Tester: Providing a mobile phone number is voluntary. Where Beta Tester provides and verifies a mobile phone number, Beta Tester grants GOESRED INC. express operational consent to transmit text messages to that number via our dedicated 10DLC infrastructure limited to: (a) recurring weekly Monday compliance digests (“This Week’s List”), and (b) on-demand security verification codes (OTP). Standard message and data rates may apply. You may opt out of Monday digests at any time by replying STOP, reply HELP for assistance disclosures, or reply START to resume.
7. Prohibited Data and Customer Covenants
7.1 Strict Data Minimization: Beta Tester represents, warrants, and covenants that it shall NOT upload, enter, transmit, or store on or through the Beta Service any of the following prohibited data types:
- Social Security Numbers (SSNs) or Individual Taxpayer Identification Numbers (ITINs);
- Employer Identification Numbers (EINs) or federal/state tax identification numbers;
- Bank account numbers, routing codes, credit card numbers, or financial credentials;
- Completed tax returns, IRS forms, W-2s, 1099s, or payroll wage records; or
- Protected health information or sensitive personal classifications under applicable privacy laws.
GoesRed ingestion pipelines programmatically inspect file uploads and automatically reject any file containing tax identifier patterns or headers matching prohibited fields. GoesRed reserves the right to immediately purge any prohibited data identified without liability.
7.2 Consents and Legal Authorizations: Beta Tester represents and warrants that it possesses all necessary rights, permissions, and client authorizations under applicable law to input client business names, contact names, email addresses, and optional phone numbers into GoesRed for transactional compliance notifications.
7.3 Content Standards and Takedown Policy: Beta Tester represents, warrants, and covenants that it shall not enter, upload, or transmit any practice name, client contact name, or communication text that is defamatory, libelous, unlawful, obscene, or that infringes or misappropriates any third party’s copyright, trademark, trade secret, or privacy rights. GoesRed reserves the right, in its sole discretion, to edit, suspend, or immediately purge any roster entry or content that violates these standards or is the subject of a legal or infringement complaint. Third-party takedown requests may be submitted to support@goesred.com (Subject: Content Takedown Notice) and will be investigated and resolved pursuant to GoesRed’s expedited 48-business-hour takedown protocol.
8. Privacy and Security Policies Incorporated
Beta Tester acknowledges that it has reviewed and agreed to the GoesRed Privacy Policy, which details our collection, processing, and subprocessor practices, and our architectural overview at Security at GoesRed. Beta Tester acknowledges that data is processed in the United States and that GoesRed operates as a B2B data processor with respect to client roster information. Beta seat acquisition (including transactions utilizing promotion code BETA20 or fully credited invoices) utilizes the same first-party Pixel and Conversions API attribution measurement and Meta Limited Data Use (LDU) restrictions as commercial checkout.
While GoesRed implements administrative, technical, and physical safeguards (including PostgreSQL Row Level Security tenant isolation, TLS 1.3 transit encryption, and AES-256 storage encryption), pre-release software inherently carries operational risk. Beta Tester acknowledges that it provides information and evaluates the Beta Service at its own risk.
9. Release of Third-Party Disputes and Statutory Waiver
Beta Tester hereby releases GOESRED INC., its officers, directors, employees, affiliates, and suppliers from any and all claims, demands, liabilities, damages, losses, costs, and expenses of every kind and nature, known and unknown, arising out of or in any way connected with a dispute between Beta Tester and any third party (including, but not limited to, Beta Tester’s clients or taxing authorities) in connection with the Beta Service.
In entering into this release, Beta Tester expressly waives California Civil Code Section 1542 (and any similar applicable law of any other jurisdiction), which provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOESRED INC., ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, OR SUPPLIERS BE LIABLE TO BETA TESTER OR ANY THIRD PARTY (INCLUDING BETA TESTER’S CLIENTS) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, WORK STOPPAGE, SYSTEM DOWNTIME, OR REPUTATIONAL HARM, OR ANY IRS, STATE, LOCAL, OR FOREIGN TAX PENALTIES, LATE FEES, OR INTEREST ASSESSED AGAINST BETA TESTER OR BETA TESTER’S CLIENTS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE BETA SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
GOESRED INC.’S TOTAL CUMULATIVE AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BETA SERVICE DURING THE BETA PERIOD SHALL NOT EXCEED ONE UNITED STATES DOLLAR ($1.00 USD). THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS WILL NOT ENLARGE OR EXTEND THIS LIMITATION.
11. Confidentiality and Non-Disclosure
11.1 Confidential Information: “Confidential Information” means all non-public information disclosed by GoesRed to Beta Tester, whether orally, visually, or in writing, including but not limited to software code, architecture, user interface (UI) layouts, design patterns, workflows, feature prototypes, unreleased roadmaps, documentation, benchmarks, and communications regarding platform performance.
11.2 Protection and Non-Disclosure: Beta Tester agrees to protect GoesRed Confidential Information with at least the same degree of care it uses to protect its own confidential information of like nature, but no less than reasonable care. Beta Tester shall not disclose, publish, screenshot, screencast, stream, or share any portion of the Beta Service, its workflows, or its interface on social media, blogs, video channels, forums, or with any third party without express prior written consent from GOESRED INC.
12. Feedback and Intellectual Property Ownership
12.1 Proprietary Ownership: GoesRed retains sole and exclusive right, title, and interest in and to the Beta Service, including all software, source code, visual designs, workflows, database schemas, interfaces, trademarks, trade secrets, and intellectual property rights embodied therein.
12.2 Assignment and Perpetual License to Feedback: Beta Tester agrees that all survey submissions, bug reports, feature suggestions, comments, critiques, usability notes, and communications provided by Beta Tester (collectively, “Feedback”) shall become the exclusive property of GOESRED INC. To the extent permitted by applicable law (including California Labor Code Section 2870, if and to the extent applicable), Beta Tester hereby assigns to GoesRed all right, title, and interest worldwide in and to the Feedback. To the extent assignment is ineffective under applicable law, Beta Tester grants GoesRed an absolute, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to incorporate, modify, commercialize, display, and exploit all Feedback for any purpose whatsoever without obligation of confidentiality, attribution, accounting, or compensation.
13. Indemnification
Beta Tester agrees to defend, indemnify, and hold harmless GOESRED INC., its officers, directors, employees, agents, and successors from and against any third-party claims, suits, actions, demands, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or related to:
- (a) Beta Tester’s access to or use of the Beta Service;
- (b) Beta Tester’s breach of this Agreement, including representations regarding client consents under Section 7.2;
- (c) Any violation of third-party rights, including privacy rights, defamation, trademark or copyright infringement, or unauthorized upload of contact records;
- (d) Any claim or dispute asserted by Beta Tester’s clients regarding tax filings, missed deadlines, penalties, or compliance schedules; or
- (e) Willful misconduct or negligence by Beta Tester.
14. Term, Termination, and Commercial Transition
14.1 Term: This Agreement takes effect on the date Beta Tester first registers for, accepts, or accesses the Beta Service and continues until terminated pursuant to this Section 14 or upon commercial General Availability.
14.2 Termination: Either party may terminate this Agreement and Beta Tester’s participation in the Beta Program at any time, with or without cause, upon written notice (email sufficient). GoesRed may suspend or terminate access immediately if Beta Tester breaches feedback requirements or confidentiality covenants.
14.3 Effect of Termination: Upon termination, Beta Tester’s license and right to access the Beta Service immediately cease. GoesRed has no obligation to preserve, export, or maintain Beta Tester data following termination. Sections 1.2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 15, and 16 shall survive termination.
14.4 Commercial Transition: Upon commercial General Availability of GoesRed, Beta Tester may be invited to transition to a standard paid commercial subscription governed by our commercial Terms of Service. GoesRed reserves the right to condition, modify, or decline commercial access in its sole discretion.
15. Governing Law, Binding Individual Arbitration, and Class Waiver
15.1 Governing Law: This Agreement shall be governed by and construed in accordance with the internal substantive laws of the State of California, without giving effect to conflict of laws principles. The Federal Arbitration Act (9 U.S.C. §§ 1–16) shall govern the enforcement of the arbitration agreement in Section 15.2.
15.2 Binding Individual Arbitration: EXCEPT FOR (I) CLAIMS SEEKING INJUNCTIVE OR EQUITABLE RELIEF TO PREVENT THE ACTUAL OR THREATENED INFRINGEMENT, MISAPPROPRIATION, OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY RIGHTS, AND (II) INDIVIDUAL CLAIMS BROUGHT IN SMALL CLAIMS COURT PURSUANT TO THIS SECTION, ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BETA SERVICE, OR THE BETA PROGRAM SHALL BE RESOLVED EXCLUSIVELY THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES.
- The arbitration shall be conducted before a single neutral arbitrator. Arbitration proceedings shall be conducted virtually/remotely unless the arbitrator determines that an in-person hearing is necessary, in which case any in-person hearing shall take place exclusively in Los Angeles County, California.
- The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement.
- Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
15.3 Class Action and Jury Trial Waiver: ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. BOTH PARTIES EXPRESSLY WAIVE ANY CONSTITUTIONAL OR STATUTORY RIGHT TO A TRIAL BY JURY.
16. General Provisions
16.1 Assignment: Beta Tester may not assign, transfer, or delegate this Agreement or any rights hereunder without prior written consent from GOESRED INC. GoesRed may freely assign this Agreement without restriction.
16.2 Notices and Modifications: GoesRed may provide notices or modifications to this Agreement via email to Beta Tester’s registered email address or via an administrative dashboard notice. Continued use of the Beta Service following notice constitutes acceptance of the updated terms.
16.3 Equitable Relief: Beta Tester acknowledges that any breach of Section 11 (Confidentiality) or Section 12 (Intellectual Property) will cause irreparable harm to GoesRed for which monetary damages would be inadequate. GoesRed shall be entitled to seek immediate injunctive relief and equitable remedies in any court of competent jurisdiction without the necessity of posting bond.
16.4 Entire Agreement and Severability: This Agreement, together with the Privacy Policy, constitutes the entire agreement between the parties regarding the Beta Service and supersedes all prior communications. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, and all other provisions shall remain in full force and effect.
16.5 No Third-Party Beneficiaries: This Agreement is entered into solely between Beta Tester and GOESRED INC. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party (including Beta Tester’s clients, employees, or taxing authorities) any legal or equitable right, benefit, or remedy under or by reason of this Agreement.
16.6 Contact: For inquiries regarding the Beta Program or this Agreement, please contact:
GOESRED INC.
Attn: Legal & Beta Program
Email: support@goesred.com
Website: goesred.com