Governing law: Commonwealth of Pennsylvania (governing law for the document itself; the underlying disclosure obligation arises under U.S. federal regulation as set forth below).
Purpose
This document is published by ShapeUp LLC (a Pennsylvania limited liability company doing business as Rubicon Systems, 2040 Linglestown Road, Suite 109, Harrisburg, PA 17110; the "Company"). It sets forth the hypothetical and simulated performance disclosure required by the U.S. Commodity Futures Trading Commission ("CFTC") under CFTC Rule 4.41(b) (17 C.F.R. § 4.41(b)) whenever hypothetical or simulated performance results are displayed, published, or otherwise communicated in connection with a commodity trading program. The Rubicon platform displays backtest results (a form of hypothetical or simulated performance) and is therefore subject to this disclosure requirement.
1. Regulatory Basis
1.1 CFTC Rule 4.41(b) (17 C.F.R. § 4.41(b)) requires that any hypothetical or simulated performance results presented by, or in connection with, a commodity pool operator, commodity trading adviser, or other person subject to CFTC jurisdiction be accompanied by a specific cautionary disclosure substantially in the form set forth in §2 below.
1.2 The Rubicon platform (the "Platform") includes a validation pipeline and various analytical surfaces that may display hypothetical or simulated performance results (collectively, "backtest results") for Operator-supplied trading strategies. Backtest results are not records of actual trading and are subject to inherent limitations described in §2 below.
1.3 The disclosure in §2 is required content for any Rubicon surface that displays backtest results, including but not limited to: the standalone document at this file path; the first-run wizard's CFTC sub-screen; and the in-product banner displayed above any panel or view that renders backtest data.
1.4 The Company does not concede that it is itself subject to CFTC jurisdiction as a commodity pool operator or commodity trading adviser; the Company makes the disclosure in §2 as a matter of regulatory prudence and as a clear acknowledgment to Operators of the inherent limitations of backtest results.
2. Required Disclosure Language (Verbatim)
The following is the disclosure required by CFTC Rule 4.41(b) (17 C.F.R. § 4.41(b)). It is presented verbatim without paraphrase. Any Rubicon surface that displays backtest results must display this language without modification:
HYPOTHETICAL OR SIMULATED PERFORMANCE RESULTS HAVE CERTAIN INHERENT LIMITATIONS. UNLIKE AN ACTUAL PERFORMANCE RECORD, SIMULATED RESULTS DO NOT REPRESENT ACTUAL TRADING. ALSO, SINCE THE TRADES HAVE NOT BEEN EXECUTED, THE RESULTS MAY HAVE UNDER-OR-OVER COMPENSATED FOR THE IMPACT, IF ANY, OF CERTAIN MARKET FACTORS, SUCH AS LACK OF LIQUIDITY. SIMULATED TRADING PROGRAMS IN GENERAL ARE ALSO SUBJECT TO THE FACT THAT THEY ARE DESIGNED WITH THE BENEFIT OF HINDSIGHT. NO REPRESENTATION IS BEING MADE THAT ANY ACCOUNT WILL OR IS LIKELY TO ACHIEVE PROFIT OR LOSSES SIMILAR TO THOSE SHOWN.
The verbatim block above is the authoritative source text for the in-product banner, the first-run wizard sub-screen, the Site, and any other Rubicon-controlled surface that displays backtest results.
3. Where the Disclosure Appears in Rubicon
3.1 Standalone document. The verbatim language in §2 is set forth in this standalone document. The document is operator-facing on the Site and through the Platform's Settings → Legal sub-section.
3.2 First-run wizard sub-screen. The Platform's first-run wizard includes a dedicated CFTC sub-screen that displays the verbatim language in §2 and requires Operator acknowledgment before proceeding.
3.3 In-product banner. Any panel or view in the Platform that displays backtest results must display a banner at the top of the panel containing the verbatim language in §2. The banner is:
- (a) always-on by default — the banner appears every time the backtest-rendering panel is opened;
- (b) collapsible but not permanently dismissible — Operator may collapse the banner to a single-line summary for the current session; on next launch the banner reappears in full;
- (c) byte-equivalent to the verbatim source — the banner text exactly matches the verbatim block in §2 (no paraphrase, no truncation, no localization that alters the meaning); and
- (d) visible in any screenshot that includes the backtest-rendering panel.
3.4 Marketing surfaces. Any Company marketing material (Site copy, blog posts, social media posts) that references backtest performance must include the verbatim language in §2 in sufficiently prominent placement that a reasonable reader cannot view the backtest reference without also viewing the disclosure.
3.5 Operator-generated content. Operators may share or publish backtest screenshots in their own channels; the Company encourages but does not require Operators to include the disclosure when doing so. The Company's responsibility is for Rubicon-controlled surfaces; Operator-generated content is Operator's responsibility.
4. Operator Acknowledgment Mechanism
4.1 First-run acknowledgment. On each first run of the Platform, the Operator must acknowledge the CFTC sub-screen of the first-run wizard. The sub-screen displays the verbatim language in §2 and a checkbox indicating Operator's acknowledgment of having read the disclosure. Acknowledgment is required before the wizard can complete.
4.2 Acknowledgment audit. Each Operator acknowledgment is written to the Platform's audit journal via the audit-log emission infrastructure described in the EULA §6.1(h). The audit record includes: timestamp, License Key, the verbatim disclosure text at the time of acknowledgment, and the wizard build version.
4.3 Re-acknowledgment on version change. When the Company publishes a material revision of this Disclosure, the version metadata is bumped and Operator's prior acknowledgment is invalidated. On the next Platform launch after the version bump, the first-run wizard re-fires the CFTC sub-screen for re-acknowledgment.
4.4 Per-Platform-launch banner visibility. The in-product banner described in §3.3 is the ongoing operator-facing surfacing of the disclosure between first-run acknowledgments. The banner is not user-toggleable except as described in §3.3(b) (collapsible-not-dismissible).
5. Governing Law (Document Level)
5.1 The construction and interpretation of this Disclosure as a Company document is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The underlying CFTC Rule 4.41(b) disclosure obligation arises under U.S. federal law and is administered by the CFTC.
5.2 Venue and dispute-resolution provisions for disputes arising under this Disclosure track the EULA §13.3 (binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules; seat in Harrisburg, Pennsylvania; class-action waiver with severability rebound; 30-day opt-out per EULA §13.3(e)). Notwithstanding the foregoing, nothing in this Disclosure restricts the CFTC, the SEC, or any other governmental authority from exercising its statutory or regulatory authority over the Company.
6. Alignment with Other Company Legal Documents
6.1 This Disclosure is supplemented by, and supplements, the following Company legal documents:
- (a) the Prop-Firm Trading Risk Disclaimer (for the broader risk-acknowledgment content; the Risk Disclaimer cross-references this Disclosure for the verbatim CFTC language);
- (b) the No Financial Advice Disclaimer (for the standalone regulatory disclosure that the Company is not a registered investment adviser);
- (c) the EULA (for the software license, the limitation of liability, and the indemnification obligations);
- (d) the Terms of Service (for the user-Rubicon relationship);
- (e) the Acceptable Use Policy (for prohibited categories of conduct, including market manipulation); and
- (f) the Privacy Policy (for data-handling practices, including audit-record retention).
6.2 To the extent of any conflict between this Disclosure and any other Company document regarding the verbatim CFTC 4.41(b) language, this Disclosure controls as to the verbatim text.