Governing law: Commonwealth of Pennsylvania.
Scope of this document
This Subscription Agreement governs the billing relationship between Operator and the Company for the Rubicon platform Subscription. It supplements the EULA, which governs the license to use the Platform, and the Terms of Service, which governs Operator's use of the Site. Where billing-specific provisions of this Subscription Agreement conflict with general provisions of the EULA or ToS, the Subscription Agreement controls as to billing.
This Subscription Agreement is intended to comply with applicable federal and state automatic-renewal disclosure requirements, including the FTC Negative Option Rule (16 C.F.R. Part 425, as amended), the California Automatic Renewal and Continuous Service Law (Cal. Bus. & Prof. Code §§ 17600–17606) for California-resident Operators, and analogous automatic-renewal statutes in other U.S. jurisdictions to the extent applicable to Operator's location at the time of signup.
1. Subscriptions and Tiers
1.1 Subscription
Operator's Subscription entitles Operator to use the Rubicon platform under the License Key issued at signup, subject to the EULA and the Acceptable Use Policy, for the Subscription Term selected at checkout and any renewals thereof.
1.2 Tiers and pricing
The Company offers the Subscription in one or more Tiers. The current Tiers, their included caps, their feature contents, and the prices in effect at the time of Operator's signup or renewal are as set forth in the Company's current published pricing on the Site and in the Platform's Subscription panel. This Subscription Agreement does not enumerate specific Tier pricing inline; pricing is canonical in the published Tier registry maintained by the Company and is incorporated herein by reference.
1.3 Add-on Packs
Add-on Packs are optional recurring monthly upsells that raise one of the Tier-included caps. Current Add-on Pack availability, pricing, and feature contents are as set forth in the Company's current published pricing and in the Platform's Subscription panel at the time of purchase.
1.4 Comp-lifetime grants
Comp-lifetime grants are governed by the EULA §2.4. Comp-lifetime grants have no billing cycle, no auto-renewal, no refund path under §5 of this Subscription Agreement, and no cancellation procedure under §4 (the License Key continues at no charge until revoked under the EULA).
2. Billing cycle
2.1 Cycle election
At signup or upon plan change, Operator elects either monthly billing or annual billing for the Subscription. Monthly billing is charged once per calendar month on the cycle anniversary date. Annual billing is charged once per twelve-month period on the cycle anniversary date.
2.2 Initial charge
The initial charge for the Subscription is processed at signup (or at trial conversion if applicable per the EULA §5.4). The Subscription Term begins on the date of the initial successful charge.
2.3 Trial
A free trial may be offered prior to first recurring charge as published on the Site. The trial requires a valid payment method at signup and converts to a paid Subscription at the end of the trial period unless Operator cancels before conversion in accordance with §4 below. During the trial Operator has full feature access at the selected Tier.
3. Auto-renewal disclosure
3.1 Operator notification at signup
The Subscription automatically renews at the end of each Subscription Term (monthly or annual, as elected) for a renewal term of the same duration, charged at the then-current published price for the Tier, unless Operator cancels before the renewal date in accordance with §4 below. This disclosure is made clearly and conspicuously at the time of signup in the checkout flow, in addition to its appearance here.
3.2 Pre-renewal reminder for annual Subscriptions
For annual Subscriptions, the Company will send Operator a reminder notification by email to the address associated with Operator's account in advance of the renewal date. The reminder will state (a) that the Subscription will automatically renew on the renewal date, (b) the amount that will be charged, (c) the payment method that will be charged, (d) the cancellation procedure under §4, and (e) a clear cancellation deadline.
4. Cancellation
4.1 Cancellation procedure
Operator may cancel the Subscription at any time through the Platform's Subscription panel, through the Site's account portal, or by emailing contact@rubicontrading.io with the subject line "Cancel Subscription."
4.2 Cancellation effective date
Cancellation takes effect at the end of the then-current billing cycle. The Platform remains fully functional through the end of the paid period.
4.3 Effect of cancellation
Upon the cancellation effective date: (a) the Subscription does not renew; (b) Operator's License Key terminates per the EULA §12; and (c) the Platform engine behavior on license expiration per the EULA §12.6 (continued honoring of Safety Mechanisms; refusal to place new orders) applies.
4.4 Reactivation after cancellation
Operator may reactivate a cancelled Subscription by initiating a new signup through the Site or the Platform's Subscription panel. Reactivation is treated as a new signup at the then-current published pricing; prior historical pricing is not preserved.
5. Refund policy
5.1 Stated refund policy
The Company's stated refund policy is published on the Company's refund-policy page on the Site at the time of Operator's signup and is incorporated herein by reference at the version then in effect.
6. Plan changes
6.1 Upgrades
Operator may upgrade to a higher Tier at any time through the Platform's Subscription panel. Upgrades take effect immediately and are charged on a prorated basis for the remainder of the then-current billing cycle.
6.2 Downgrades
Operator may downgrade to a lower Tier at any time. Downgrades take effect at the start of the next billing cycle.
6.3 Billing-cycle changes
Operator may switch between monthly and annual billing through the Platform's Subscription panel. The change takes effect at the start of the next billing cycle.
6.4 Add-on Pack changes
Operator may add or remove Add-on Packs at any time through the Platform's Subscription panel. Adds take effect immediately and are charged prorated; removes take effect at the start of the next billing cycle.
7. Payment processing
7.1 Stripe
Recurring charges and one-time charges are processed through the Company's payment processor, Stripe, Inc. ("Stripe"). Operator's payment-card data is collected, processed, and stored by Stripe under Stripe's own privacy and security practices; the Company does not store full payment-card numbers, CVVs, or other sensitive payment data.
7.2 Stripe's terms
Operator's use of Stripe's payment processing is additionally subject to Stripe's own terms of service and privacy notice, available at stripe.com.
7.3 Authorization
By providing a payment method at signup or in the Subscription panel, Operator authorizes the Company (acting through Stripe) to charge that payment method for: (a) the initial Subscription charge; (b) any Add-on Pack charges; (c) prorated upgrade charges; and (d) recurring renewal charges at the then-current published price for Operator's Tier and billing cycle until cancellation under §4.
8. Failed payment handling
8.1 Initial failure
If a scheduled charge fails (e.g., card declined, insufficient funds, expired card), the Company will attempt the charge again according to Stripe's standard retry schedule.
8.2 Notice to Operator
The Company will notify Operator by email of failed charges and provide instructions for updating the payment method through the Platform's Subscription panel or Site account portal.
8.3 Suspension for non-payment
If a scheduled charge cannot be successfully completed after the standard retry schedule, the Company may suspend Operator's License Key. Suspension is reversible upon successful payment. Continued non-payment may result in termination per the EULA §12.
9. Tax responsibilities
9.1 Operator responsibility
Fees are exclusive of, and Operator is responsible for, all applicable sales, use, value-added, excise, withholding, and similar taxes, levies, and duties arising from Operator's Subscription, excluding only the Company's income taxes.
9.2 Collection
Where required by applicable law, the Company (acting through Stripe) may collect and remit applicable taxes on behalf of Operator. Operator's invoice will reflect any taxes collected.
10. Price changes
10.1 Right to modify pricing
The Company may modify the prices of any Tier or Add-on Pack, the included caps, or the feature contents from time to time, with reasonable advance notice of not less than thirty (30) days for material changes, communicated by email to the address associated with Operator's account and on the Site.
10.2 Grandfathering through current cycle
Operators with an active Subscription at the time of a price change are grandfathered at their existing pricing for the remainder of their then-current billing cycle; new pricing takes effect at the next billing cycle following the notice period.
10.3 Operator's right to cancel
Operator may cancel the Subscription under §4 at any time prior to the effective date of a price change to avoid the new pricing. Continued use after the effective date of a price change constitutes acceptance of the new pricing.
11. Governing law; venue; dispute resolution
11.1 Governing law
This Subscription Agreement is governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles.
11.2 Venue (carve-out for arbitration)
Subject to §11.3, the exclusive venue for any dispute arising under this Subscription Agreement that is not subject to arbitration is the state and federal courts located in Dauphin County, Pennsylvania, and the parties consent to the personal jurisdiction of those courts.
11.3 Binding individual arbitration; class-action waiver
(a) Agreement to arbitrate. Except as set forth in §11.3(f), any dispute, claim, or controversy arising out of or relating to this Subscription Agreement (a "Dispute") shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect.
(b) Class-action waiver. All arbitrations shall proceed on an individual basis. Operator and the Company waive any right to bring or participate in a class action, collective action, mass action, or representative action.
(c) Seat. The seat of the arbitration shall be Harrisburg, Pennsylvania.
(d) Fees. AAA fees shall be paid in accordance with the AAA Consumer Arbitration Rules. The Company will pay all filing, administrative, and arbitrator fees that the AAA Consumer Arbitration Rules require it to pay.
(e) 30-day opt-out. Operator may opt out of this §11.3 by sending written notice to contact@rubicontrading.io with the subject line "Arbitration Opt-Out — Subscription Agreement" within thirty (30) days of first acceptance of this Subscription Agreement. Notice must include Operator's name, account email, and a statement that Operator is opting out of arbitration under the Subscription Agreement.
(e-2) IMPORTANT NOTICE REGARDING ARBITRATION AND JURY TRIAL WAIVER. BY AGREEING TO THIS SUBSCRIPTION AGREEMENT, OPERATOR ACKNOWLEDGES THAT OPERATOR IS WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. This waiver is a material term of this Agreement. Operator's acceptance of this Agreement constitutes a knowing and voluntary waiver of these rights.
(f) Carve-outs. §11.3 does not apply to (i) small-claims-court actions brought in Operator's county of residence for claims that qualify and stay in small-claims court, or (ii) actions to enforce an arbitration award.
12. General provisions
12.1 Notices
Notices to the Company shall be sent to contact@rubicontrading.io or by mail to ShapeUp LLC, 2040 Linglestown Road, Suite 109, Harrisburg, PA 17110. Notices to Operator may be sent by email to the address associated with Operator's account.
12.2 Modifications
The Company may modify this Subscription Agreement from time to time. Material modifications take effect upon Operator's next renewal following notice; continued use after such modification constitutes acceptance.
12.3 Severability
If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.
12.4 No waiver
No failure or delay by the Company in exercising any right constitutes a waiver of that right.
12.5 Entire agreement on billing
This Subscription Agreement, together with the EULA, the Terms of Service, and the Company's current published pricing on the Site, constitutes the entire agreement between the parties regarding billing for the Platform and supersedes any prior or contemporaneous agreements regarding the same subject matter.
12.6 Headings
Section headings are for convenience only and do not affect interpretation.