rednote Terms of Service

 

Effective date: June 9th, 2026

 

1. Introduction

Welcome to rednote (the “Platform”), which is provided by Rednote Technology PTE. LTD or one of its affiliates (“rednote”, “we” or “us”).

Please note:

  • These Terms shall apply to you if you are a rednoteuser other than a Xiaohongshu user, meaning that you are registered outside Chinese mainland.
  • These Terms will not apply to you if you are a Xiaohongshu user, meaning that youare registered in Chinese mainland. If you are a Xiaohongshu user, your access to and/or use of the Xiaohongshu Platform shall be subject to this Terms of Service instead of rednote Terms of Service.

 

By accessing or using our Platform (described below), you agree to enter into a legally binding contract or agreement with rednote (even if you are using third party credentials). If you do not agree to this Terms of Services (“Terms”), please do not access or use any of our Platform or services of our Platform. Please also note, your access to or use of our Platform or services of our Platform will also be subject to our Privacy Policy and other Terms and guidelines.

If you are accessing or using our services through this Platform on behalf of a business or entity, then (a) “you” and “your” includes you and that business or entity, (b) you represent and warrant that you are an authorized representative of the business or entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf, and (c) your business or entity is legally and financially responsible for your access to or use of the Services as well as for the access to or use of your account by others affiliated with your entity, including any employees, agents or contractors.

The Terms form a legally binding agreement between you and us. Please take the time to read these carefully.

 

2. Our Services

Rednote provides various functions or services through the Platform or other products or services that are related or subject to it (collectively, the “Service”), including but not limited to content (User Content) distribution, goods and services transactions, live streaming, and other functions or services such as collection, comments, sharing, forwarding, search, and other platform activities, which depend on the actual services or functions provided by rednote. Also, rednote has the right to develop, suspend, or otherwise alter the functions or services.

2.1 Eligibility  

We will NOT permit the following individuals to access or use our Services:

  • if you are under the age of 13, or you are under an age which is not permitted by applicable laws in your jurisdiction to access or use our Platform or Services;
  • if you have violated our Terms before, and we have prohibited your access or use of our Platform or Services. In this case, you MUST obtain our consent to access or use our Platform or Services, and you MUST understand, we can still withhold this right.
  • if you are not permitted to access to or use of our Platform or Services according to applicable laws, regulations or other mandatory legal requirements.

Please note that, creating an account with false information is a violation of our Terms, including creating an account on behalf of others or individuals under the age of 13 or any other person who is not permitted to access or use our Services.

Please note that, you may not access, search, collect, or extract data from the our Platform or Services by any means (automated or otherwise) except as permitted in these Terms or in a separate agreement with rednote. Without limiting the foregoing, you are expressly prohibited from scraping, crawling, copying, or using any automated system, software, bot, or similar tool to extract data or content for any purpose.

 

2.2 Your Account

If you are eligible to use our Platform and/or Services, you have right to create an account on our Platform. If you choose to create a user account, you have an obligation to provide us with accurate and up-to-date information, it is important for you to maintain and update your information to avoid any problem or potential problems with your access to or use of our Services and Platform. For example, if you change your phone number and/or postal address, you should update it on our Platform, otherwise your goods purchased through our Platform may not be delivered to your current address.

 

It is important that you MUST keep your account password private and confidential, and that you shall not disclose it to any third party. You MUST NOT allow others to use your user account, and DO NOT sell your user account to others without our permission. You understand you are only allowed to create one single account by using one phone number. You are responsible for all activities conducted through your account unless you report any misuse. If you know or suspect that any other person knows your password or have accessed your account, you MUST email customer_support@rednote.com  and notify us regarding this.

 

We reserve the right to disable your user account if one of following scenario occurred:,1) if you have failed to comply with any of the provisions of these Terms, or 2) if activities occur on your account which, in our sole discretion, would or might cause damage to or impair the Services or infringe or violate any third party rights, or violate any applicable laws or regulations.

 

You have the right to close and delete your user account on the Platform. Once your user account is deleted, you will not be able to reactivate your account or retrieve any of the content or information you have added or submitted.

 

2.3 Your Content

We encourage you to share your wonderful life and skills, create and share interesting and useful User Content, but you MUST NOT violate any laws, our Terms, any conditions and policies, nor infringe any rights or freedom of others.

 

The content (including but not limited to text, image, video and audio) you post or upload on our Platform MUST be sourced legally, owned by you or you must have obtained all the necessary authorization.

Subject to these Terms, you have the right to post or publish your original views, text, information, images, audio, videos or other original content on our Platform if you comply with our Terms and other conditions, policies. However, any content that you post or publish on the Platform are your views; it does not represent the views, positions or policies of rednote.

 

You have the right to view and subscribe to various types of information and content through our Platform. You acknowledge and agree that when you view the content provided by others on the Services, you are doing so at your own risk. The content on our Services is provided for general information only. It is not professional advice to rely on. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our Services. 

 

You can also share and forward the information and content on the Platform. However, without the written consent of rednote, you may not copy, read, adapt or analyze the information, content and relevant data on the rednote Platform, sell or make any form of commercial use, or disclose or provide such content and data to any third party or allow any third party to use such content and data for any purpose.

 

You can translate your content based on our machine learning–based translation services. Please notice that AI translate may contain mistakes and the translated content may differ from the original content.

 

Whenever you access or use a feature that allows you to upload or transmit User Content through the Services including via other social media platforms, or to contact other users of the Services, you must comply with our Terms of Services, Community Guidelines and any other terms. You may also choose to upload or transmit your User Content, which may include rednote's IP, image, music, stickers or other elements, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their respective content guidelines as well as with our standards set out in the Terms.

 

Important:

Unless proven otherwise, you acknowledge and agree that, in order to improve sharing and promotion of Users’ content and to increase its distribution value and impact, you grant rednote a free, irrevocable and non-exclusive license (worldwide without any restrictions on any territory) to use, including to store, use, transmit, reproduce, modify, adapt, compile, publish, display, translate, perform, or create derivative works of (e.g. to translate and/or create captions), Users Content, to incorporate such content into other works in any forms, media or techniques now known or hereafter developed, sub-license to third parties the right to use such content in the foregoing manner, and the right to preserve evidence, file complaints or bring proceedings in our own name or by designated professional third parties in respect of infringement by the content you upload and post for which you have intellectual property rights.

 

For the avoidance of doubt, the above license includes the right and license to use, reproduce, and display the personal images, likenesses, names, trademarks, brands, logos, and other marketing and promotional materials in Users’ content for non-commercial personal use of our Platform.

 

You acknowledge and agree that we may generate revenues, increase goodwill or otherwise increase our value from your use of the Services, including, by way of example and not limited to, through the sale of advertising, sponsorships, promotions, and others; and except as specifically permitted by us in these Terms or in another agreement you enter into with us, you will have no right to share in any such revenue, goodwill or value whatsoever. You further acknowledge that, except as specifically permitted by us in these Terms or in another agreement you enter into with us, you (i) have no right to receive any income or other consideration(s) from any User Content (including your User Content) or your use of any rednote's own content on or through the Services, and (ii) are prohibited from exercising any right to monetize or obtain consideration from any User Content within the Services or on any third party service (e.g., you cannot claim monetization for User Content that has been uploaded to a social media platform).

 

Subject to the terms and conditions of the Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services, including to download the Platform on a permitted device, and to access the rednote's own content solely for your personal, non-commercial use of the Services and use solely in compliance with these Terms. We reserve all rights not expressly granted herein in the Services and our own content. You acknowledge and agree that we may terminate this license where the user‘s access to the platform is suspended or terminated in accordance with the Terms. .

 

You also have the right to delete your User Content, or make it private, or restrict visible scope of the User Content, if you choose to delete your account, your User Content will also be deleted. However, please note that, even you choose to delete your User Content, we may need some time to help you with completing the procedures due to following reasons:

  • other users may use your content under your license or permission, and they have not deleted the content;
  • due to restrictions on IT capacity;
  • to investigate or to determine illegal activities or violations of our terms and policies;
  • to ensure the safety and integrity of our products, systems, services, employees and users, and to defend ourselves;
  • to comply with any legal obligations to retain evidence, if it is permitted by applicable laws;
  • to comply with any mandatory requirements from judicial bodies or regulators, law enforcement departments or government agencies.

The exact retention period depends on the specific circumstance, once it is compliant to be delete your User Content and/or your account, we will do so immediately.

 

 

2.4 Transactions of Goods and Services

You may have the right to use the rednote Platform to conduct transactions of goods and services. If you are a minor under the age of 18, or any person who is not permitted by laws to conduct such transaction, you MUST not access or use this Service.

 

When conducting transactions, please make sure to carefully confirm the important matters, especially the goods you want to purchase or the time, content and restrictive requirements of any services you want to purchase, and to keep your delivery information up-to-date when placing an order. If you do not fill in your own information as the recipient, you shall assume all legal consequences arising from the recipient’s actions and expression of intent.

 

Your transaction should be based on genuine consumption needs. There shall be no malicious purchase of goods or services, malicious exercising of rights and/or other acts that may disrupt the normal order of trading on the rednote Platform. If you or the sellers on the Platform take advantage of the bugs of the Platform or any bugs or defects in rules, policies, or improperly obtain our Platform’s subsidies and other benefits, based on our need to maintain the order of trading and transaction security, and our legitimate rights and interests, upon discovering the above circumstance, we have the right to close the relevant transaction orders and/or take other necessary measures.

 

After the termination of these Terms (for example when you close your account, or we decide to close your account due to violations of the Terms), for your transaction orders which are not completed, rednote may notify you and the sellers. You and the sellers shall have the right to decide whether to close or to complete the pending transactions or orders. If rednote does not close the transaction, you shall continue to perform these Terms and the terms in relation to the transaction order and shall bear any legal liabilities and damage claims arising therefrom.

 

Please note, when using these services, you should also comply with our other terms relating to this service.

 

2.5 Events or Activities

You can participate in all kinds of online and offline interactive activities or events organized by rednote from time to time through the rednote Platform. However, you shall not participate in the activities through any improper, cheating or non-compliant means. Otherwise, rednote has the right to restrict or cancel your eligibility to participate in such activities and has the right to cancel or recover the rewards that you have received and reserves the right to hold you legally liable.

 

2.6 Interactions With Us and Other Users on the Platform

You are solely responsible for your interactions with other users of the Services and with any other party whom you interact through the Service and/or the Platform. rednote reserves the right to become involved in any way with disputes between users. You shall fully cooperate with the Platform to investigate any suspected unlawful, fraudulent or improper activity, including and without limitation, granting rednote access to any suspected interactions or communications.

 

You may use the feature of AI search, which is a different feature from the common internet search feature. AI search is based on AI models to generate outputs with your search questions and key words, and to provide answers and/or insights for you. When you use our AI features, you acknowledge and agree:

  • the output based on AI search may not be accurate. You should not rely on any output from this feature as the sole source of true or factual information, or as a type of professional advice.
  • you MUST evaluate the output for accuracy and appropriateness from your own perspective (including using human review as appropriate), before using or sharing output from this feature.
  • you MUST NOT use any output relating to a person for any purpose that could have a legal or material impact on that person, or on any other important decisions about them.
  • our AI search feature may provide incomplete, incorrect, or even offensive output that does not represent rednotePlatform's views. If the output references any third-party products or services, it does not mean the third party endorses or is affiliated with our Platform.
  • you MUST still always comply with the User Guidelines and the Community Guidelines when you use the AI search feature.

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from the claims, demands and damage (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

 

 

3. User Guidelines

When you access or use our services, you shall not engage in the following activities:

  • reverse engineering, disassembling, decompiling, or otherwise attempting to discover the source code of the rednotePlatform or the rednote Platform Services;
  • directly or indirectly stealing or accessing without authorization, or using the video, graphic, User information, accounts, User Content and other information and/or content of the rednotePlatform by any means (including but not limited to hotlinking, redundancy stealing, illegal scraping, mock downloading, deep linking, spoofed registration, etc.);
  • logging in or using the rednotePlatform through third-party software, plug-ins, add-ons or systems that are not developed, authorized or licensed by rednote, or interfering with, disrupting, modifying or otherwise affecting the normal operation of the Platform;
  • using or targeting the rednotePlatform to carry out any activities that endanger or expose weaknesses in the security of our computer network or the networks of any third party, including but not limited to illegal intrusions into the network, interference with the normal functioning of the network, stealing network data, and other activities that endanger network security; providing programs, tools and other support and/or assistance for the above conducts; interfering with or destroying the normal operation of the rednote Platform’s systems, software or website; intentionally spreading malicious programs, software or viruses; or engaging in other activities which may destroy or interfere with normal network information services;
  • using the Platform or the Services in any illegal manner, for any illegal purpose, or in ways inconsistent with other norms and standards established by rednotefor such purpose.
  • access or use the Services if you are not fully able and legally competent to agree to these Terms;
  • make unauthorized copies, modify, adapt, translate, reverse engineer, disassemble, decompile or create any derivative works of the Services or any content included therein, including any files, tables or documentation (or any portion thereof) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Services or any derivative works thereof;
  • market, rent or lease the Services for a fee or charge, or use the Services to advertise or perform any commercial solicitation;
  • incorporate the Services or any portion thereof into any other program or product. In such case, we reserve the right to refuse service, terminate accounts or limit access to the Services in our sole discretion;
  • impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available emanates from the Services, or writing or soliciting fake reviews;
  • using our Services to send or create any unsolicited or unauthorized advertising, solicitations, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other prohibited form of solicitation, or any other prohibited form of solicitation;
  • using the Services to upload, transmit, distribute, store, or disclose any information which may infringe others’ rights related to personal information or privacy; or infringe copyrights, trade mark or other intellectual property of others and/or of our Platform; or contain any information or materials relating to: promoting terrorism and extremism; or inciting ethnic hatred and ethnic discrimination; or promoting obscenity, gambling, drug abuse; or promoting violence and terror, instigating crime or teaching criminal methods; or teaching suicide or dangerous activities or self-harm, insulting and slandering others; any material that is deliberately designed to provoke or antagonize people, especially trolling and bullying; or is intended to harass, harm, hurt, scare, distress, embarrass or upset people; any material that contains a threat of any kind, including threats of physical or mental violence; any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
  • obtaining our platform services, assets and/or gains, or any profits (including but not limited to accounts, virtual items, or rewards) through other platforms instead of through us, or through other illegal, irregular, or improper means which are abnormal.

 

In addition to the above, your access and use of the Services and Platform MUST be compliant with our Community Guidelines and our other conditions and policies.

 

4. Intellectual Property Rights

The contents provided on and contained within the rednote Platform ("Platform Content"), including but not limited to videos, graphics, text, textual expressions and any combinations thereof, software, source code, interface designs, layout frameworks, icons, and trademarks, are owned or licensed by rednote, and are protected by applicable intellectual property laws in any jurisdiction, under treaties and conventions. If you use any Platform Content, including by incorporating it into your own user-generated content, we reserve all rights in such Platform Content.

Except for your own user-generated content, you may not unlawfully use, copy, or adapt any Platform Content without the legal authorization of the relevant rights holder or the prior written consent of rednote; you shall not unlawfully modify, translate, decompile, disassemble our product or any component thereof, reverse engineer it, create derivative works based on it, or otherwise attempt to derive its source code. Additionally, you undertake that under no circumstances will you illegally use, authorize any third party to use, or directly or indirectly (whether by authorizing, assisting, or instructing any third party) apply for the trademarks, service marks, trade names, domain names, website names, social media accounts, or other brand identifiers of  "rednote" or any related or similar designations (collectively, the "Marks") in any jurisdiction. You shall not engage in any act that expressly or impliedly represents to others that you have the right to use, authorize, or otherwise deal with the said Marks.

We respect and protect your and others' intellectual property rights, right to reputation, right to name, right to privacy and other legal rights and interests. You warrant that the text, images, video, audio, links, and other User Contents uploaded to our Platform do not infringe any third party's intellectual property rights, right to reputation, right to name, right to privacy and other legitimate rights and interests.  Otherwise, rednote has the right to remove any allegedly infringing content upon receipt of notice from the rights holder or relevant parties. We reserve all rights not expressly granted to you on these terms.

For detailed procedures regarding intellectual property protection, including how to report copyright or trademark infringement and how to appeal related decisions, please refer to our Intellectual Property Policy.

 

5. Liabilities

5.1 Handling of Breach

If you violate these Terms, rednote has the right to make an independent judgment and immediately suspend or terminate the provision of the Services, in full or in part, to you; including adopting measures such as muting, blocking information, deleting published content, banning accounts, and closing accounts, and/or freezing, resetting, and recovering abnormal assets or gains, where applicable. You shall be exclusively liable and responsible for any losses and damages associated with such measures (including but not limited to the clearing of content, virtual items and privileges of your Account, the inability to use the Account and related rednote Platform Services, or any other consequences).

 

5.2 Assumption of Liability

The forms of legal liabilities which you may assume include but are not limited to fully compensating the injured party for losses, issuing apologies, remedying negative impacts, returning property, etc. If your acts caused losses to rednote, you shall assume the full liabilities regarding compensation of losses, including direct losses such as administrative penalties or damages, and indirect losses such as loss of goodwill, settlement payments, attorney fees, and litigation fees.

 

5.3 Anti-Commercial Bribery

You fully acknowledge that any offer of tangibles, cash, cash equivalents, labor, travel and other benefits with values that significantly exceed the scope of normal business negotiations to employees, consultants or other personnel of rednote is considered commercial bribery. Upon the occurrence of the foregoing circumstances, rednote may immediately terminate all cooperation with you and hold you legally liable.

 

5.4 Handling of Breaches under Related Agreements.

In the event that rednote terminates these Terms as a result of your breach of the same, for the purpose of maintaining the order of the Platform, rednote may terminate the other agreements rednote may have with you (if any). If you violate any of those other agreements with rednote, rednote also has the right to terminate these Terms. In addition to the termination of aforementioned agreements, rednote may hold you liable for breach of contract under these Terms or any such other agreements.

 

5.5 Publication of Information

We may publish on the Platform the information regarding the handling of your aforementioned breaches, and other information on violations of laws or regulations confirmed by effective legal documents issued by the state administrative or judicial authorities. For suspected violations of laws or regulations, we are obliged to keep relevant records, report to the relevant state authorities and cooperate with investigations.

 

6. Limitations of Liability, Disclaimers, and Indemnities

As laws and regulations are different in each jurisdiction, these Terms include one clause that applies to you only if you are located in the EU or European Economic Area (“EEA”) (clause 6.1), and one clause that applies to you only if you are located in any other country or region (clause 6.2).

 

6.1 If You Are Located in the EU/EEA

Clause 6.1 only applies if you are located in the EU/EEA.

 

Provided that we have acted with professional diligence, we do not take responsibility for loss or damage, unless it is: (1) caused by our breach of these Terms; or (2) reasonably foreseeable at the time of entering into these Terms (i.e., it is obvious that it will happen or, at the time that you and we entered into these Terms, it is known that it might happen).Nothing in these Terms is intended to exclude or limit our liability for death or personal injury, fraud, fraudulent misrepresentation or any liability that cannot be excluded by law.

 

Notwithstanding anything else in these Terms, we will adhere to the following procedure if we suspect that you have breached these Terms. First, we may investigate and while we do so, we may suspend your access to the Platform, acting reasonably and objectively depending on the seriousness of the suspected breach and only to the extent permitted by applicable laws and in accordance with any legal obligations. We might decide to temporarily suspend, limit, restrict, or permanently terminate your access to the rednote Platform (including specific features or functions thereof) if: (1) we determine, acting reasonably and objectively, and in accordance with applicable law, that you are in material or repeated breach of these Terms; (2) we have objective grounds to reasonably believe that you are about to seriously breach these Terms; (3) we are legally required to do so; or (4) we have objective grounds to reasonably believe that it is required in response to dealing with a serious technical or security issue.

If you think we have made a mistake in suspending or terminating your access to the rednote Platform, you may appeal our decision by emailing to customer_support@rednote.com. We will then review our decision.

 

6.2 If You Are Located in Any Other Jurisdiction

Clause 6.2 only applies if you are located in any other jurisdiction.

NO WARRANTIES OR CONDITIONS: THE Rednote PLATFORM AND Rednote PLATFORM SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “SOLELY AT YOUR OWN RISK”. TO THE MAXIMUM EXTENT PERMITTED BY LAW. WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, REGARDING THE PLATFORM AND SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE Rednote PLATFORM AND Rednote PLATFORM SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE INFORMATION, CONTENT AND SERVICES RELATED TO THE PLATFORM AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE, OUR AFFILIATES, AND RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND LICENSORS OF OURS OR OF OUR AFFILIATES (COLLECTIVELY, “REDNOTE PARTIES”) SHALL BEAR NO LIABILITY WHATSOEVER FOR YOUR USE OF THE PLATFORM AND SERVICES.

LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, REDNOTE PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY, LIQUIDATED, PUNITIVE OR OTHER SIMILAR DAMAGES, OR ANY DAMAGES IN EXCESS OF ACTUAL HARM, INCLUDING LOSS OF REVENUES, LOSS OF PROFITS,LOSS OF DATA, OR BUSINESS INTERRUPTION OR OTHERIN TANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS,THE PLATFORM OR SERVICES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Access at our Discretion: To the fullest extent permitted by applicable laws, we may limit, suspend, restrict, modify or permanently terminate your access to the rednote Platform (including specific features or functions thereof), rednote Platform Services, at our sole discretion, at any time and without notice to you, including if you are, or we suspect that you are, failing or will soon fail to comply with any of these Terms or for any actual or suspected illegal or improper conduct. Any such termination or suspension will not affect any other right we may have under applicable laws.

Defense and Indemnification: You agree to defend rednote Parties from any claim, demand, allegation, investigation, lawsuit, proceeding or other dispute asserted by any third party resulting from or arising out of your use of the rednote Platform and rednote Platform Services, or any breach by you of these Terms. You also agree to indemnify and hold harmless each rednote Party against any damages, liabilities, assessments, losses, costs, and other expenses (including reasonable attorney fees and legal expenses) incurred by that rednote Party relating to any such dispute. We will notify you promptly of any such dispute, and will provide you with reasonable assistance, at your own expense, in defending any such dispute, except that failure to provide such notice will not release you from any obligations hereunder, except to the extent that you are materially prejudiced by such failure.

Exception: Nothing in these Terms shall exclude or restrict any liability resulting from our gross negligence or willful misconduct, or any liability that cannot be excluded by law.

 

6.3 Third-Party Services.

There may be separate agreements or rules for certain services on the rednote Platform. Please read and agree to the relevant separate agreements or rules before using such service. When you are using the products or services provided by third parties on the rednote Platform, in addition to complying with these Terms and other relevant rules, you may also be required to carefully read, agree to, and comply with the third party's agreements and relevant rules. Any dispute, loss or damage arising from the third party's products or services shall be resolved between you and the third party in accordance with the relevant agreements.

 

6.4 Liability of the Platform.

We only assume platform liabilities in accordance with applicable laws and regulations. We are not responsible for the defamatory, criminal or other illegal acts of any third party, nor do we compensate for your loss caused thereby.

 

6.5 Changes, Suspension, Termination of Services.

The rednote Platform and/or our Services are constantly being updated and improved by rednote. We will make our best effort to provide service to you and to ensure the consistency and security of our services. In connection with this, we may update the rednote Platform. You should update the software to the latest version, otherwise we do not guarantee your use of the rednote Platform will function normally.

You acknowledge and agree that rednote may choose to suspend, limit, interrupt and terminate full or partial of the services on the Platform based on our own business decisions, government actions, force majeure and other reasons. If such circumstances occur, we will notify you in advance through reasonable means and within a reasonable period if required by applicable laws and regulations. Except as otherwise provided by applicable laws and regulations, we are not liable for the losses caused to you thereby. 

 

In the event of a merger, division, acquisition, or asset transfer or rednote, rednote may transfer partially or wholly the Services and the corresponding rights and obligations under these Terms to a third party for operation or performance. The specific transferee shall be subject to the notice by rednote.

  • We reserve the right to interrupt or terminate the provision of services to you without notice if any of the following circumstances occur:
  • where, according to the provisions of laws and regulations you should submit true information, but the personal information you provide is not true, or is inconsistent with the information at the time of registration and you fail to provide reasonable proof.
  • where you have violated the provisions of relevant laws and regulations or any clause of these Terms.
  • where such interruption or termination is in accordance with the provisions of laws and regulations, or at the request of the judiciary or competent authorities.
  • where such interruption or termination is required for security reasons or other necessary circumstances.

 

7. Amendment and Termination of These Terms

 

7.1 Changes to the Terms

We reserve the right to change these Terms when necessary and will notify you in advance through reasonable means (including but not limited to by way of announcements on the rednote Platform, system messages, in-App messages, mobile phone text messages, emails, or other similar means), and within a reasonable period. Such notices shall be deemed to have been delivered to you on the date of circulation. You can view the latest version of these Terms on the relevant pages of the Platform.

 

7.2 Effectiveness of Amendment

If you continue to use the rednote Platform or rednote Platform Services after the amendments to these Terms take effect, you are deemed to have accepted the amended/updated Terms. If you do not accept the amended/updated Terms, you should stop using the rednote Platform and rednote Platform Services.

 

7.3 Termination of These Terms

When you close your rednote Account or rednote notifies you of the termination of the provision of the Services to you (including but not limited to Account banning, Account closure, or other similar measures), these Terms shall terminate simultaneously, and rednote will not notify you on a separate basis of the termination of these Terms.

 

8. Governing law and Jurisdiction

8.1 For Non-US Users

If you are based outside the United States, the place of signing of the Terms is Singapore.

The execution, effectiveness, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of Singapore.

Any dispute arising out of or in connection with these Terms, including any question regarding existence, validity or termination of these Terms, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. The language of the arbitration shall be English.

 

8.2 For U.S. Users

If you are based in the United States, the formation, enforceability, amendment, termination of, and any dispute concerning these Terms shall be governed by the laws of the State in which you reside in the United States; provided, however, that the arbitration provisions herein shall be governed by the Federal Arbitration Act and the American Arbitration Association (“AAA”) Consumer Arbitration Rules and Consumer Mass Arbitration Supplementary Rules (the “AAA Rules,”), or in the event that the AAA declines or is otherwise unable to administer the arbitration for any reason, the National Arbitration and Mediation’s (“NAM”) Comprehensive Dispute Resolution Rules and Procedures and Supplemental Rules for Mass Arbitration Filings, as modified by the arbitration provisions herein and as described more fully below.

 

9. DISPUTE RESOLUTION IN THE USA

YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE.YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO OPT OUT OF THIS PROVISION AS PROVIDED IN CLAUSE 9.3 BELOW.

 

9.1 Election to Arbitrate

If you are located in the USA, you and we agree that the sole and exclusive forum and remedy for resolution of a Claim shall be final and binding arbitration pursuant to this Section 9 (the “Arbitration Provision”), except:

1.if you opt out as provided in clause 9.3 below,

2.Claims that are within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, in which case you and we agree to pursue such Claims in a small claims court only on an individual (non-class, non-representative) basis;

3.Claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or

4.Claims where both injunctive relief (including public injunctive relief) and non-injunctive relief are sought, in which you and we will first submit the Claim for non-injunctive relief to arbitration pursuant to this binding Arbitration Provision. The arbitrator will not be permitted to grant injunctive relief (unless the parties mutually agree otherwise). Once the arbitration of the Claim for non-injunctive relief has concluded, you and/or we may seek the injunctive relief (including the public injunctive relief) in court to the extent permitted by law.

As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through, affiliated with, or connected with you), on the one hand, and us (or persons claiming through, affiliated with, or connected with us) on the other hand, regardless of whether the claim arose before these Terms existed, relating to or arising out of your use (or lack of use) of, access (or lack of access) to, or a purchase from any products or services provided by us, any advertising, promotion or labeling by us, interactions or communications between or among you and us, these Terms, and/or the activities or relationships that involve, led to, or result from these Terms, including (except to the extent provided otherwise in clauses 9.4, 9.8 and 9.9 below) the validity or enforceability of this Arbitration Provision, any part thereof, or these Terms in their entirety. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

 

9.2 Applicability of the Federal Arbitration Act; Arbitrator’s Powers

This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the Federal Arbitration Act (the “FAA”). The arbitrator will apply the substantive law of the State in which you reside in the United States consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted by applicable laws of the State in which you reside in the United States, subject to the limitations set forth in this Arbitration Provision or these Terms. The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

 

9.3 Opt-Out of Arbitration Provision

You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to customer_support@rednote.com , within 45 days of the date of your electronic acceptance of these Terms. The opt out notice must clearly state that you are rejecting arbitration; provide your name, address, email address and telephone number; and be signed by you (which signature may be applied by including your name at the end of the email). No other methods can be used to opt out of this Arbitration Provision. If the opt out notice is sent on your behalf by a third party, such third party must include evidence of their authority to submit the opt out notice on your behalf in the form of a notarized power of attorney. If you choose to only opt out of the arbitration provisions, and not also the class action waiver, the class action waiver still applies. You may not opt out of only the class action waiver and not also the arbitration provisions. If you opt out of these arbitration provisions and/or the class action waiver, we will not be bound by them either.

 

9.4 Mandatory Informal Dispute Resolution

If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, then to provide you with a neutral and cost-effective means of resolving the dispute quickly. You and we agree that informal efforts in good faith to resolve any Claim is mutually beneficial to both parties. You and we therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a Claim is within the jurisdiction of a small claims court), we will personally meet and confer via telephone or videoconference, in a good faith effort to resolve informally any Claim covered by this Arbitration Provision (“Informal Dispute Resolution Conference”). If you or we are represented by counsel, your or our counsel may participate in the conference, but you agree you would also participate in the conference, and we both agree to have a non-attorney representative participate in the conference. The party initiating a Claim must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”). Notice to us that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to customer_support@rednote.com  with the subject line “Dispute Notice.” The Notice must include: (1) your name, (2) address, (3) if available, the email address used with us, (4) user ID, (5) if available, the confirmation or other information for the transaction that is the subject of the complaint, (6) the date of the transaction, if applicable, (7) a brief description of the nature of the complaint, and (8) the resolution you seek (together, the “Required Information”). If your Dispute Notice does not contain all of the Required Information (or an explanation of why you are unable to include it), then the Dispute Notice shall be without effect, and must be resubmitted before any arbitration or other legal action against us can be initiated. This requirement is intended to inform us that you have a complaint to be resolved. We will send you the same information, if applicable, if we initiate a Claim.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Claim, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree otherwise; multiple individuals initiating a Claim cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. You and we agree to try for sixty (60) days from the date of the Dispute Notice to resolve the dispute informally, including participating in at least one Informal Dispute Resolution Conference during that sixty (60) day period. Seeking to resolve the dispute informally for a period of sixty (60) days and engaging in at least one Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.  Any dispute about the validity of, enforceability of, and compliance with this clause 9.4 relating to the mandatory informal dispute resolution requirements shall be determined exclusively by a court and not by the administrator or any arbitrator.

 

9.5 Arbitration Procedures

The party initiating arbitration shall do so with the AAA. If, and only if, the AAA declines for any reason to administer the arbitration or is otherwise unable to administer the arbitration for any reason, you agree that, alternatively, the arbitration will be administered by the NAM. Any hearing will be conducted virtually unless the arbitrator determines that a party’s right to a fundamentally fair process would be impaired without an in-person hearing. The arbitration shall be conducted according to the rules and policies of the administrator used, except to the extent the rules conflict with this Arbitration Provision or are prohibited by any countervailing law. You may obtain copies of the current rules, forms, and instructions for initiating an arbitration with the AAA by contacting the AAA as follows: on the web at American Arbitration Association | Arbitration & ADR Services or by writing to American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100, Voorhees, NJ 08043. You may obtain copies of the current rules, forms, and instructions for initiating an arbitration with NAM at Rules, Fees & Forms - National Arbitration and Mediation In the case of a conflict between the rules and policies of the administrator and this Arbitration Provision, this Arbitration Provision shall control if not prohibited by countervailing law, unless all parties to the arbitration consent to have the rules and policies of the administrator apply. The arbitration will be conducted by one arbitrator, who will be selected by the parties from the administrator’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Arbitration Notice, the administrator will appoint the arbitrator in accordance with the applicable administrator rules. You agree that the arbitration will be conducted in the English language. In the case of an in-person hearing, such hearing will be held in the United States county where you reside, or any other location we agree to. You and we agree that, in the event of an in-person hearing, any employee, witness or representative of ours and any witnesses of yours who resides more than 150 miles from the location of the in-person hearing and who is participating in the hearing, may participate by telephone or video conference, therefore, his or her physical presence shall not be required. Ordinarily, pre-hearing information exchanges will be limited to the reasonable production of non-privileged documents directly relevant to the dispute.

Unless the arbitrator determines that an additional form of information exchange is necessary to provide for a fundamentally fair process, those documents will be limited to your account records and communications directly related to the transactions between you and us that are the subject of your dispute. Any issues regarding discovery, or the relevance or scope thereof, shall be determined by the arbitrator, and the arbitrator’s determination shall be conclusive. Any arbitration shall be confidential, and neither party may disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award.

 

9.6 Arbitration Fees

Each party will be responsible for its, his, or her own initiation fees for arbitration, but if your entire Claim is for less than $1,000, we shall reimburse you for the filing fee upon written request for reimbursement with documentation of insufficient funds to pay the fee. In the event that you are able to demonstrate that the costs of arbitration would be prohibitive as compared to costs of litigation, we will pay as much of the fees and costs in connection with the arbitration as the arbitrator deems necessary in order to prevent the arbitration from being cost-prohibitive as compared to the costs of litigation. In the event that the AAA’s Consumer Mass Arbitration and Mediation Fee Schedule (which is available at AAA’s website) or the mass arbitration fee schedule of another administrator applies, such fee schedule will take precedence over any other statement in these Terms to the extent required by the AAA or another administrator, unless you are able to demonstrate that the costs of arbitration would be prohibitive as compared to costs of litigation, in which case we shall reimburse you for the filing fee upon written request for reimbursement with documentation of insufficient funds to pay the fee.

We shall pay the administrator's hearing fees for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the hearing, unless the administrator's rules or applicable law require otherwise, or you request that we pay them, and we agree to do so. Each party shall bear the fees and expenses for their respective attorneys, experts, and witnesses, and for preparation and presentation of evidence at the arbitration, except as otherwise required by law. If a statute gives you or us the right to recover any of these fees, these statutory rights shall apply in the arbitration notwithstanding anything to the contrary herein.

 

9.7 Arbitration Award and Appeals

Within 30 days of a final award by the arbitrator, any party may appeal the award for reconsideration by a three-arbitrator panel selected according to the rules of the arbitration administrator. In the event of such an appeal, any opposing party may cross-appeal within 30 days after notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this Arbitration Provision and the administrator's rules, in the same way as the initial arbitration proceeding. Any award by the individual arbitrator that is not appealed, and any panel award on appeal, shall be final and binding, except for any appeal right under the FAA, and may be entered as a judgment in any court of competent jurisdiction.

 

9.8 Batch Arbitration

Notwithstanding any provision to the contrary in the foregoing, and to the maximum extent permitted by applicable law, you and we agree that, in the event 25 or more claimants submit similar arbitration demands (those asserting the same or similar facts or claims, and seeking the same or substantially similar relief), the parties are represented by the same or coordinated counsel (“Mass Filing”), the following rules shall apply:

  • The administrator shall administer the arbitration demands in batches of 100   demands per batch (or as close as possible to 100, where there are fewer than 100 demands to fill a batch) with one set of filing and administrative fees due per side per batch. 
  • For each such batch, the administrator shall appoint a single merits arbitrator.
  • The administrator shall have the discretion to reduce any applicable fees, costs, and expenses.
  • Batches may be arbitrated concurrently.  Arbitration awards in one batch shall have no precedential effect on subsequently administered batches. 
  • You and we shall cooperate with one another and with the administrator to      implement this batch arbitration process in good faith, in the interests of minimizing the costs of arbitration. Any disagreement between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a procedural arbitrator appointed by the administrator.  
  • For matters and issues not covered by this Arbitration Provision, the administrator’s mass arbitration rules and procedures shall apply. To the extent this Arbitration Provisionand the administrator’s mass arbitration rules conflict, this Arbitration Provision shall control.

This batch provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of the administrator’s mass arbitration rules or as authorizing class arbitration of any kind.

Notwithstanding the foregoing, any challenge by a party to the applicability, validity, or enforceability of this batch arbitration provision shall be decided only by a court of competent jurisdiction and not by an arbitrator.  In the event that this batch arbitration provision is found to be invalid or unenforceable, or in the event that the administrator declines to implement this batch arbitration provision for any reason, the entire Arbitration Provision shall be of no force and effect when 25 or more individual claimants submit similar arbitration demands (those asserting the same or similar facts or claims, and seeking the same or substantially similar relief), and the parties are represented by the same or coordinated counsel. The class action waiver, as described below, however, will still apply to the extent permitted by law.

9.9 No Class Actions

YOU AND WE EACH AGREE THAT NO ARBITRATION OR LITIGATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS (INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION OR LITIGATION HAD PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS CLASS, REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A COURT. Nothing in these Terms will prevent you from seeking public injunctive relief separately from arbitration in court, and any such application will not be deemed incompatible with the Arbitration Provision or as a waiver of the right to arbitrate your individual claims. You and we agree that any claims for damages and/or any relief other than public injunctive relief must be heard in arbitration first, with any claims seeking a remedy of public injunctive relief in court proceeding only after the arbitration of all arbitrable Claims, and any claims or portions of claims seeking a remedy of public injunctive relief will be stayed pending the outcome of the arbitration pursuant to section 3 of the FAA. If you file a lawsuit in court seeking public injunctive relief before meeting the preconditions of the Mandatory Informal Dispute Resolution process or the Arbitration Provision, you will be waiving your right to seek damages from us or our affiliates relating to any Claims governed by these Terms. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction.

No administrator or arbitrator shall have the power or authority to waive, modify, or fail to enforce this No Class Actions clause, and any attempt to do so, whether by rule, policy, arbitration decision or otherwise, shall be invalid and unenforceable. Any challenge to the validity of the prohibition in this clause 9.9 from proceeding in arbitration on a class, representative or collective basis shall be determined exclusively by a court and not by the administrator or any arbitrator. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration.

 

9.10 Survival and Severability of Arbitration Provision

This Arbitration Provision shall survive the termination of these Terms. If any portion of this Arbitration Provision other than the batch arbitration provision in clause 9.8 and the prohibition on bringing class or collective actions in arbitration as set forth in clause 9.9 is deemed invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. For the avoidance of doubt, this means that, if clause 9.8 on batch arbitration is found under the law to be invalid or unenforceable in the event that 25 or more individual claimants submit similar arbitration demands and are represented by the same or coordinated counsel, or if clause 9.9 on the prohibition on bring class or collective actions is found under the law to be invalid or unenforceable to any extent, then you agree that the entire Arbitration Provision shall be of no force and effect. In no event shall any invalidation be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision.

 

9.11 No Jury Trials

To the extent permitted by applicable law, you and we both agree to waive our right to a jury trial.

 

9.12 WAIVER OF RIGHT TO LITIGATE

You understand that by agreeing to these Terms of Service, YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Claims shall be resolved by arbitration under this Arbitration Provision, except as specified in clause 9.1 above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

 

10. Miscellaneous

The headings of all clauses of these Terms are for convenience of reading and understanding only and have no actual meaning and cannot be relied upon as a basis for interpretation of the meaning of these Terms.

If the clauses of these Terms shall be partially invalid or unenforceable for any reason, the remaining clauses shall remain in force and shall remain binding on the Parties. If a provision states that we have a particular right in a particular circumstance, this does not mean that that right is the only right we may exercise in that particular circumstance, or that that provision cancels, voids or invalidates any other provisions that deal with the same circumstance or subject-matter. Failure or delay by either party to enforce any right, remedy, or provision of these Terms shall not be deemed a waiver of such right, remedy, or provision. Any waiver must be expressly made in writing and signed by the party granting the waiver. No single or partial exercise of any right or remedy shall preclude any further or other exercise of that or any other right or remedy.

Any use of the plural in these Terms shall imply use of the singular and vice-versa, as the context demands.

If you have any comments or suggestions in connection with these Terms, you may provide feedback to the rednote Platform (customer_support@rednote.com) and we will provide you with the necessary assistance.