Issuer: ShapeUp LLC d/b/a Rubicon Systems, 2040 Linglestown Road, Suite 109, Harrisburg, PA 17110. Governing law: Commonwealth of Pennsylvania.
Acknowledgment mechanic — per-bullet, no bulk-accept
This document is presented to every operator on every first run of the Rubicon Platform (the "Platform"). Acknowledgment is required on a per-bullet basis: each numbered paragraph below carries its own checkbox in the Platform's First-Run Wizard, and the operator must check each one individually before proceeding.
No "Accept all" button exists. This acknowledgment is re-required on every first-run wizard re-launch and does NOT persist across re-runs; the operator must re-acknowledge each bullet at each new install or major version increment.
By checking the corresponding checkbox in the Platform for each of the following statements, the operator acknowledges and agrees to that specific statement.
1. Real money is at stake; the Platform uses Operator-supplied credentials and Operator-supplied strategy logic
The Platform is automated trading software. It places real orders on real exchanges using broker credentials Operator has supplied (BYOK) and strategy logic Operator has supplied (either authored by Operator in the Platform's strategy creation framework, or imported by Operator into the Platform via the Hermes import translator from a third-party authoring environment). Real money is at stake on every order the Platform places on Operator's behalf. Operator should not commit capital to this activity unless Operator can afford to lose the entire amount committed and any associated costs (including evaluation fees, activation fees, data and platform fees, and any incidental costs), and unless Operator has independently determined that this activity is appropriate for Operator's circumstances, experience, and risk tolerance.
2. Operator builds or imports the strategies; Rubicon does not provide strategies
Operator is responsible for the strategy logic the Platform executes. The Platform ships as a bot platform — a strategy creation framework, the Hermes import translator, a validation pipeline, a broker execution layer, a safety stack, a monitoring layer, and a GUI shell. The Platform does NOT ship with pre-built strategies, pre-validated strategy compositions, or strategy parameters. Operator supplies the strategy logic, either by authoring it using the Platform's creation framework or by importing it into the Platform via Hermes from Operator's existing third-party authoring environment.
Any validation result produced by the Platform's validation pipeline is therefore a result inherent to the Operator-supplied strategy and the historical data used in that validation; it is not a representation, warranty, or guarantee by the Company about the strategy, the methodology, or any future outcome of executing the strategy.
3. Past simulated performance does not indicate, guarantee, or imply future results
Any backtest result, simulation output, or historical performance display produced inside the Platform (or in any Company documentation, marketing, or support material) is hypothetical performance. Past simulated performance does not indicate, guarantee, or imply future results. Hypothetical performance does not represent actual trading, is generally prepared with the benefit of hindsight, and may contain biases arising from data-snooping, survivorship, look-ahead, or other artifacts of the simulation process. Market regimes change. Strategies that performed well over a historical backtest period may perform poorly or stop working entirely going forward.
The verbatim CFTC Rule 4.41(b) hypothetical performance disclosure applies to all simulated performance displays produced by the Platform and is set forth in the separate CFTC Hypothetical Performance Disclosure document (incorporated by reference).
4. Real-world execution differs from backtest simulations
Live execution of any strategy differs from any backtest of that strategy in ways that can produce materially different outcomes. Factors include, without limitation: slippage between expected and actual fill prices; liquidity available at the moment an order is sent; the broker's fill quality and routing decisions; changes in market regime since the backtest period; changes in applicable Prop Firm rules since the backtest period; execution latency between the Platform, the broker, and the exchange; network connectivity quality; exchange connectivity quality; software defects in any component of the Platform or any third-party dependency; and the specific historical-data dataset used in the backtest versus the live data feed in production.
The Platform's validation pipeline includes industry-standard quantitative checks (such as walk-forward analysis, drawdown analysis, and regime checks) intended to reduce the probability of look-ahead and over-fitting artifacts, but no validation methodology can perfectly model live execution conditions.
5. Automated trading involves risk of loss, including total loss of funds
Automated trading on real broker accounts can result in the loss of all capital in the connected account. For leveraged products (including futures contracts), loss can in some cases exceed initial deposited capital. Operator may receive a margin call requiring additional capital; unpaid margin debt is Operator's obligation, not the Company's. Operator should understand the margin policies of every account connected to the Platform and should not exceed position sizes for which Operator is financially prepared to bear a worst-case loss.
6. Connectivity failures may leave positions open while the system is unable to manage them
Network, broker, exchange, market-data, hardware, or operating-system failures may interrupt the Platform's ability to monitor, modify, or close open positions while live exposure remains in the connected account. The Platform's reliability features (atomic writes, watchdog service, state recovery) reduce these risks but do not eliminate them.
Operator is responsible for monitoring positions during operation of the Platform and for intervening manually (including by calling the broker, using the broker's mobile or web interface, or otherwise closing positions outside the Platform) when an automated route is unable to act in a timely manner.
7. Prop Firm rules are subject to change and remain Operator's responsibility
Proprietary trading firms ("Prop Firms") publish their own rules, including (without limitation) drawdown limits, trailing-drawdown rules, banned-instrument lists, end-of-day cutoff times, automation policies, consistency rules, news-trading windows, payout schedules, and qualifying-day requirements. Prop Firms may change these rules at any time and frequently do so with limited advance notice. Strategies that complied with a Prop Firm's rules at one point in time may not comply after a rule change.
The Platform's compliance layer enforces the Prop Firm rules the Company knows about as of each Platform release, encoded in a bundled rule-set file. Operator is responsible for ongoing compliance with the Prop Firm's currently published rules, including: verifying that current Platform behavior on the active Prop Firm account matches the active Prop Firm's currently published rules; keeping the Platform updated so that the bundled rule-set reflects the latest known rules; monitoring Prop Firm communications channels for rule changes that may pre-date a Platform update; and suspending or modifying Operator's Platform configuration when a rule change is announced and an updated Platform has not yet been released. Loss of evaluation status, loss of funded account status, or any other Prop Firm consequence arising from a rule mismatch is Operator's responsibility, not the Company's.
8. The validation framework is honest evaluation but does not guarantee any specific outcome
The Platform's validation pipeline applies industry-standard quantitative methodology to Operator-supplied strategies. The methodology is published in the Company's product documentation; the validation routines run on Operator's installed device against historical data Operator has supplied or that the Platform has fetched. Validation is intended to give Operator an honest evaluation of an Operator-supplied strategy under industry-standard checks prior to live deployment. Validation does not guarantee profitability, persistence of any historical edge, or any specific outcome on live execution. No validation methodology — including the Platform's — eliminates the underlying uncertainty of trading real markets.
9. Operator is responsible for paper testing before live deployment
Operator is responsible for testing any strategy in a paper-trading or demo environment before deploying that strategy on a real-money broker account. Live deployment of any strategy is at Operator's sole risk. Operator should run a strategy through a sufficient period of paper or demo operation to verify that live execution behavior aligns with Operator's expectations, that broker connectivity is stable for Operator's setup, and that the strategy's behavior under unexpected market conditions is acceptable to Operator.
10. The Platform is software, not financial advice
The Platform is automated trading software. The Company is not a registered investment adviser under the Investment Advisers Act of 1940 or any state investment adviser laws. The Company is not registered with the Securities and Exchange Commission, the Commodity Futures Trading Commission, the National Futures Association, the Financial Industry Regulatory Authority, or any state securities regulator as a provider of investment advice. The Platform does not provide investment advice, recommendations, or endorsements regarding any specific strategy, instrument, asset, market, or trading approach.
Operator should consult Operator's own qualified professionals (licensed investment adviser, CPA, attorney) for personalized financial, tax, or legal advice. The Company's separate No Financial Advice Disclaimer (incorporated by reference) more fully describes the Company's regulatory positioning.
11. Operator is responsible for tax reporting and ongoing regulatory compliance
Operator is solely responsible for tax reporting on trading outcomes arising from Operator's use of the Platform, including federal, state, and local income tax, self-employment tax, and any applicable withholding or estimated-payment obligations. The Platform does not generate tax forms, does not compute mark-to-market elections, and does not constitute a substitute for a qualified tax professional.
Operator is solely responsible for ongoing regulatory compliance with all applicable laws and regulations in Operator's jurisdiction, including (without limitation) the Commodity Exchange Act and Commodity Futures Trading Commission regulations in the United States, applicable state-level commodities and securities laws, applicable Securities and Exchange Commission and Financial Industry Regulatory Authority requirements where they apply to Operator's specific activity, broker and Prop Firm terms-of-service compliance, and any international laws applicable to Operator's jurisdiction of residence.
Acknowledgment record
The Platform records each per-bullet acknowledgment as a separate event in an append-only audit log on the operator's installed device. The audit-log entry includes the bullet number, the bullet's text content hash, a timestamp, the Platform version, and the operator's License Key identifier. The audit log is retained on the operator's device for the operator's reference and for the Company's compliance purposes; it is not transmitted to the Company except as part of an operator-initiated, operator-reviewed bug report (see Privacy Policy §3.2).
If a future version of the Platform amends any bullet's text or adds a new bullet, all per-bullet acknowledgments are re-required at the next Platform launch following that version increment.
Cross-references
This Disclaimer is incorporated by reference into the EULA §4.4 and (where applicable) the Beta Agreement. The handling of the audit-log records of acknowledgments is described in the Privacy Policy. The verbatim CFTC Rule 4.41(b) hypothetical performance disclosure language is set forth in the separate CFTC Hypothetical Performance Disclosure document (incorporated by reference). The Company's regulatory positioning is more fully described in the separate No Financial Advice Disclaimer (incorporated by reference).