Governing law: Commonwealth of Pennsylvania.

1. Definitions

1.1 "Company," "we," "us," "our" means ShapeUp LLC, a Pennsylvania limited liability company doing business as Rubicon Systems, with its principal place of business at 2040 Linglestown Road, Suite 109, Harrisburg, Pennsylvania 17110, United States. References to "Rubicon Systems" or "Rubicon" in operator-facing materials identify the brand under which the Company operates; references to "ShapeUp LLC" identify the legal entity that is party to this Agreement.

1.2 "Platform" means the software product marketed under the name "Rubicon," an automated trading bot platform consisting of: (a) a strategy creation framework, (b) the "Hermes" strategy import translator that converts strategies authored on third-party platforms (including, without limitation, NinjaScript and Pine Script formats) into a form executable by the Platform, (c) a validation pipeline that applies industry-standard quantitative methodology to Operator-supplied strategies, (d) a broker execution layer with adapters for supported brokers and prop firm routes, (e) a safety stack (including kill switch, drawdown caps, end-of-day flatten, and compliance gates), (f) a monitoring and observability layer, (g) the first-run wizard and graphical user interface shell, and (h) any updates, patches, or revisions thereto delivered under this Agreement. The complete current feature set is described in the Company's product documentation in effect from time to time.

1.3 "Operator," "you," "your" means the individual or entity that has been issued an active License Key for the Platform.

1.4 "License Key" means the unique credential, including associated machine-binding and seat-allocation metadata, issued by the Company upon completion of a paid signup (or as a comp-lifetime grant under §2.3), and validated against the Company's license server.

1.5 "Tier" means the licensing plan selected by Operator. The current Tiers, their prices, included caps, and feature contents are set forth on the Company's published pricing page and in the Platform's Subscription panel at the time of purchase, and are incorporated herein by reference. Tier metadata is canonical in the Company's license server.

1.6 "Add-on Pack" means a recurring monthly upsell purchased at checkout that raises one of the Tier-included caps. Current Add-on Pack availability, pricing, and feature contents are set forth on the Company's pricing page and in the Platform's Subscription panel at the time of purchase.

1.7 "BYOK" means "bring your own key." Operator supplies Operator's own credentials for all third-party services used with the Platform, including (a) broker API credentials, (b) market-data vendor credentials, and (c) the API key for any third-party large-language-model ("LLM") provider used by Operator-configured features. The Company does not include, resell, or proxy any third-party inference compute or broker connectivity as part of any Tier.

1.8 "Operator Strategy" means any trading strategy that Operator (a) authors using the Platform's strategy creation framework, (b) imports into the Platform via the Hermes import translator from a third-party authoring environment, or (c) otherwise supplies to the Platform. The Platform does not ship with pre-built strategies, pre-validated strategy compositions, or strategy parameters. Operator owns Operator Strategies, subject to any underlying third-party rights in the source material from which they were imported.

1.9 "Prop Firm" means a proprietary trading firm offering evaluation or funded futures-trading accounts to retail operators (including, without limitation, Apex Trader Funding, Topstep, Take Profit Trader, MyFundedFutures, Tradeify, and FundedNext Futures). Each Prop Firm publishes its own rules, account-conduct policies, and platform policies, which may change without notice and which are not under the Company's control.

1.10 "Safety Mechanisms" has the meaning given in §6.

1.11 "Subscription Term" means the recurring billing cycle (monthly or annual) Operator has selected at signup, and any renewals thereof.

2. License grant

2.1 Scope of license — the Platform, not strategies. Subject to Operator's continuous compliance with this Agreement and timely payment of all applicable fees, the Company grants Operator a non-exclusive, non-transferable, non-sublicensable, revocable, limited license, during the Subscription Term, to install and use the Platform (as defined in §1.2) on the number of machines and to the extent permitted by Operator's Tier, solely for Operator's own personal or internal business trading activity. The license granted by this Agreement covers the bot platform itself — the framework, the Hermes import translator, the validation pipeline, the execution layer, the safety stack, the monitoring layer, and the GUI — and does not extend to, restrict, or create any claim on Operator Strategies, whether authored by Operator using the Platform's creation framework or imported by Operator into the Platform via Hermes.

2.2 Operator Strategies — no Company claim through Hermes. The Hermes import translator's conversion of an Operator-supplied strategy from a third-party authoring environment (e.g., NinjaScript, Pine Script) into a Platform-executable form is a technical translation service performed for Operator's benefit on Operator's installed device. The act of translation does not transfer ownership of the underlying strategy logic to the Company, does not create a derivative-work claim in favor of the Company, and does not grant the Company a license to use, distribute, or analyze the translated strategy outside the operation of Operator's own Platform instance. Operator is responsible for ensuring that Operator's importation and use of any source strategy complies with the terms under which the source material was made available to Operator (including, without limitation, any third-party platform's terms of service governing the source authoring environment).

2.3 Seat allocation. Unless Operator's Tier specifies otherwise, the License Key may be active on the number of machines published in the Company's current Tier description. Activation is enforced by deterministic machine fingerprinting, as further described in the Privacy Policy §1.

2.4 Comp-lifetime grants. The Company may, at its sole discretion, issue License Keys at no charge to specified classes of recipients (including, without limitation, participants in the closed beta cohort and Discord moderators recruited under the Company's Support Model). Comp-lifetime grants are governed by this Agreement on the same terms as paid licenses, except: (a) they have no refund path; (b) they are non-transferable; and (c) they may be revoked for material breach.

2.5 No implied license. Except for the limited license in §2.1, the Company reserves all rights in and to the Platform, including all intellectual property rights therein. No license is granted by implication, estoppel, or otherwise.

3. Restrictions and prohibited uses

Operator shall not, and shall not permit any third party to:

(a) reverse-engineer, decompile, disassemble, or attempt to derive the source code of any binary component of the Platform, except to the extent (and only to the extent) that applicable law expressly permits such activity notwithstanding this restriction;

(b) circumvent, disable, remove, modify, replace, hook, patch, or attempt to interfere with the Safety Mechanisms described in §6, the License Key validation logic, the audit-log emission logic, or any other compile-time enforced behavior of the Platform binary;

(c) sublicense, rent, lease, lend, sell, resell, redistribute, host as a service, or otherwise make the Platform (or access to a Platform instance) available to any third party, including through a "trading-signal-as-a-service" or "managed account" offering, in each case without the Company's prior written consent;

(d) use the Platform in any manner that violates (i) applicable law, (ii) the published rules of any Prop Firm with which Operator holds an account, or (iii) the terms of service of any broker, exchange, market-data vendor, or LLM provider interfacing with the Platform;

(e) forge, tamper with, or attempt to forge a License Key or license-server token, or use a License Key that has not been lawfully issued to Operator;

(f) use the Platform to perform automated activity at rates exceeding the published rate limits of any Prop Firm or broker to which the Platform is connected on Operator's behalf;

(g) use the Platform to design, develop, or train a competing product that materially replicates the Platform's features; or

(h) remove, alter, or obscure any proprietary notice (including copyright, trademark, and license notices) appearing in the Platform or in the documentation accompanying it.

Operator's use of the Platform is also subject to the Company's Acceptable Use Policy, which more fully describes prohibited categories of trading conduct (including market manipulation, spoofing, wash trading, insider trading, and similar activity) that may not be conducted using the Platform.

4. Operator responsibilities

4.1 Trading outcomes and strategy ownership. The Platform is software that translates Operator-supplied strategy logic into orders and routes those orders to Operator's broker accounts. Operator is solely responsible for: (a) the financial outcomes of every order the Platform places on Operator's behalf; (b) the strategy logic itself, whether authored using the Platform's creation framework or imported into the Platform via Hermes from a third-party authoring environment; (c) selection of instruments, account routing, position sizing, and which Operator Strategies to enable for live execution; (d) ensuring that the active Prop Firm rule set configured in the Platform matches Operator's actual Prop Firm account; and (e) compliance with all applicable Prop Firm rules, broker terms of service, market-data licensing terms, and applicable trading regulations in Operator's jurisdiction.

4.2 Credentials (BYOK). Operator is solely responsible for the security of Operator's License Key, broker credentials, LLM provider API keys, and any other credentials used with the Platform. Broker credentials and LLM API keys remain on Operator's installed device; the Company does not receive, store, or proxy those credentials at any time. Operator shall promptly notify the Company at contact@rubicontrading.io of any suspected unauthorized use of Operator's License Key.

4.3 Hardware and connectivity. Operator is responsible for providing and maintaining the hardware, operating system, network connectivity, electrical service, and (where used) VPS hosting required to run the Platform. The Platform's reliability features (atomic writes, watchdog service, state recovery) reduce but do not eliminate the risk of trading interruption caused by infrastructure failures.

4.4 Per-bullet risk acknowledgment. Operator acknowledges, on each first run of the Platform, the matters set forth in the Prop-Firm Trading Risk Disclaimer on a per-bullet basis (no bulk-accept), as further described in that document. Per-bullet acknowledgment is re-required on each Platform first-run; it does not persist across re-runs.

5. Fees, billing, and refunds

5.1 Fees. Operator shall pay the fees corresponding to Operator's Tier and billing cycle, plus the fees for any Add-on Packs Operator has purchased, plus all applicable taxes. The applicable fees are those set forth in the Company's current published pricing in effect at the time of Operator's signup or renewal. Recurring charges are processed through the Company's payment processor (currently Stripe) on the billing cycle Operator selects (monthly or annual).

5.2 Monthly vs. annual. Operator may elect monthly or annual billing at signup. Annual billing receives the discount published on the Company's current pricing page versus the equivalent twelve months of monthly billing. Annual billing is charged in a single payment at the start of the annual term and renews automatically on the anniversary date unless cancelled.

5.3 Add-on Packs. Add-on Packs are billed on a monthly recurring basis at the then-current pricing displayed at checkout. Add-on charges are processed alongside the base Tier charge as separate subscription line items.

5.4 Trial. A free trial is offered prior to first recurring charge in accordance with the Company's current published trial terms. The trial requires a valid payment method at signup and converts to a paid Subscription Term at the end of the trial period unless Operator cancels before conversion. During the trial Operator has full feature access at the selected Tier.

5.5 Price changes; grandfathering. The Company may modify the prices, included caps, or feature contents of any Tier or Add-on Pack from time to time, with reasonable advance notice (typically at least thirty (30) days) communicated by email to the address associated with the License Key and on the Company's pricing page. 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.

5.6 Refunds. The Company's refund policy is set forth in the Subscription Agreement and on the Company's published refund policy page. Comp-lifetime grants have no refund path. Refunds are processed through the original payment method via Stripe; processing time is governed by Stripe and the issuing card network.

5.7 Chargebacks. Operator's initiation of a chargeback or payment dispute against a Company charge, prior to first requesting a refund through the channels described in §5.6, is grounds for immediate termination of all License Keys held by Operator and forfeits any otherwise-available refund.

5.8 Taxes. Fees are exclusive of, and Operator is responsible for, all applicable taxes, levies, and duties, excluding only the Company's income taxes.

5.9 Cancellation. Operator may cancel a Subscription at any time through the Platform's Subscription panel or by contacting the Company at contact@rubicontrading.io. Cancellation takes effect at the end of the then-current billing cycle; the Platform remains fully functional through that date.

6. Safety mechanisms

6.1 Compile-time enforcement. The Platform binary enforces the following safety mechanisms (collectively, the "Safety Mechanisms") at the compile-time / binary level:

(a) drawdown caps and daily-loss caps, per the active Prop Firm's rule set;

(b) end-of-day position flattening prior to the active Prop Firm's published cutoff time, with a buffer;

(d) manual and automated kill switches;

(e) Operator-Strategy parameter locks (Operator may enable or disable Operator Strategies and adjust documented size multipliers; the parameters internal to a given strategy as Operator has configured it are not subject to silent in-engine modification by the Company);

(f) mandatory stop-loss and target attachment on every order the Platform places, where the active Prop Firm requires brackets;

(g) per-Prop-Firm API and broker rate-limit guards; and

(h) signed audit-log emission for safety-relevant events.

6.2 No bypass. The Safety Mechanisms are not user-toggleable within the Platform, are not removable by Company support personnel or moderators, and are not subject to override by any third party. The Platform's uninstaller can remove Operator's data files; it cannot and does not remove the Safety Mechanisms, which are part of the binary itself.

6.3 Mitigation, not guarantee. The Safety Mechanisms are mitigations intended to reduce certain known risks. They are NOT guarantees against loss, against Prop Firm rule violations caused by Prop Firm rule changes occurring after a build is released, or against losses arising from market gaps, broker malfunction, data-feed failure, or other circumstances outside the Company's control. Prop Firm rules are subject to change; Operator is responsible for ongoing compliance as set forth in §4.1.

6.4 BYOK reaffirmation. Any Platform feature that uses an LLM provider requires Operator to supply Operator's own LLM provider API key (BYOK). The Company does not provide LLM compute as part of any Tier. The Company is not responsible for, and disclaims any warranty regarding, the operation, availability, accuracy, or output of any third-party LLM provider Operator selects.

7. Anti-bypass clause

7.1 Any of the following actions by Operator constitutes a material breach of this Agreement and grounds for immediate termination of all License Keys held by Operator, without refund and without prejudice to any other remedies available at law or in equity:

(a) binary patching of the Platform;

(b) memory injection into the Platform process;

(d) runtime hook replacement targeting Safety-Mechanism code paths, License Key validation, or audit-log emission;

(e) operating a modified Platform build alongside a legitimate Platform build for the purpose of routing live orders through the modified build while showing the legitimate build to the Operator's Prop Firm or auditor;

(f) distribution to third parties of any tool, document, patch, or instruction whose primary purpose is to enable any of the foregoing.

7.2 The Company may pursue civil remedies, including injunctive relief, for breaches of §7.1, in addition to terminating the License.

8. Intellectual property

8.1 Company IP. The Platform, including its source code, binaries, design assets, the validation pipeline implementation, the Hermes import translator implementation, documentation, brand assets, the "Rubicon" mark, and all related intellectual property in the Platform itself, is and shall remain the exclusive property of the Company. No transfer of ownership in any of the Company's intellectual property is made by this Agreement.

8.2 Operator content and Operator Strategies. As between Operator and the Company, Operator retains all rights in (a) Operator Strategies, including strategies authored by Operator using the Platform's strategy creation framework and strategies imported by Operator into the Platform via Hermes (subject to any underlying third-party rights in the source material from which they were imported), (b) Operator's trading data, (c) Operator's local trading journal contents, and (d) any content Operator inputs to Platform features that use an LLM provider under Operator's own API key. The Company's collection and handling of Operator's data is described in the Privacy Policy.

8.3 Third-party components. The Platform bundles third-party open-source components. Attribution and license text for all bundled third-party components is set forth in the file THIRD_PARTY_LICENSES.md (or a comparably titled file) accompanying the Platform.

8.4 Feedback. If Operator provides feedback, bug reports, or suggestions to the Company, Operator grants the Company a perpetual, irrevocable, royalty-free, worldwide license to use that feedback for any purpose, without obligation to Operator.

9. Disclaimer of warranties

9.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OPERATION.

9.2 WITHOUT LIMITING §9.1, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT:

(a) THE PLATFORM WILL PRODUCE PROFITABLE TRADES OR ANY PARTICULAR FINANCIAL OUTCOME;

(b) ANY OPERATOR STRATEGY EXECUTED ON THE PLATFORM WILL PRODUCE RESULTS SIMILAR TO ANY HISTORICAL BACKTEST OF THAT STRATEGY;

(c) BROKER CONNECTIVITY, MARKET DATA FEEDS, OR LLM PROVIDER SERVICES WILL BE CONTINUOUSLY AVAILABLE, ACCURATE, OR ERROR-FREE;

(d) ANY PROP FIRM'S RULE SET WILL REMAIN STABLE OR ENFORCEABLE BY THE PLATFORM AS OF ANY GIVEN BUILD; OR

(e) ANY ADVISORY OUTPUT GENERATED BY A PLATFORM FEATURE USING AN OPERATOR-SUPPLIED LLM PROVIDER WILL BE CORRECT, COMPLETE, OR FREE FROM HALLUCINATION OR BIAS.

10. Limitation of liability

10.1 TRADING-LOSS DISCLAIMER. OPERATOR EXPRESSLY ACKNOWLEDGES THAT USE OF THE PLATFORM CAN RESULT IN FINANCIAL LOSS, INCLUDING THE LOSS OF ALL CAPITAL COMMITTED TO TRADING. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY:

(a) LOST PROFITS OR LOSS OF TRADING REVENUE;

(b) LOSS OF, OR FAILURE TO ACHIEVE, A PROP FIRM PAYOUT, FUNDED ACCOUNT, OR EVALUATION PASS;

(d) TRADING LOSSES ARISING FROM (i) THE OPERATION OF ANY OPERATOR STRATEGY EXECUTED ON THE PLATFORM, (ii) ANY ORDER PLACED BY THE PLATFORM, (iii) ANY FAILURE OF THE PLATFORM TO PLACE, MODIFY, OR CANCEL AN ORDER, (iv) ANY OUTPUT OR SUGGESTION FROM A PLATFORM FEATURE USING AN OPERATOR-SUPPLIED LLM PROVIDER, OR (v) ANY MISMATCH BETWEEN THE PLATFORM'S BUNDLED PROP FIRM RULE SET AND THE ACTUAL CURRENT RULES OF OPERATOR'S PROP FIRM;

(e) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES;

WHETHER ARISING IN CONTRACT, TORT, STATUTE, OR OTHERWISE, AND WHETHER OR NOT THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 LIABILITY CAP. IN ANY EVENT, THE COMPANY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE FEES PAID BY OPERATOR TO THE COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR, FOR COMP-LIFETIME GRANTS, ONE HUNDRED UNITED STATES DOLLARS.

10.3 The foregoing limitations apply notwithstanding any failure of essential purpose of any limited remedy.

10.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; in such jurisdictions the Company's liability is limited to the maximum extent permitted by law.

11. Indemnification

11.1 Operator shall defend, indemnify, and hold harmless the Company and its officers, members, employees, and agents from and against any third-party claim, demand, action, or proceeding (and any associated damages, costs, and reasonable attorneys' fees) arising out of or related to: (a) Operator's breach of this Agreement; (b) Operator's violation of any law or any Prop Firm rule, broker terms of service, or market-data license; (c) Operator's importation, modification, distribution, or deployment of any Operator Strategy in violation of any third-party right in the source material from which the strategy was imported; (d) any trading activity conducted with the Platform on Operator's behalf; or (e) Operator's distribution to a third party of any output, configuration, or modification originating from the Platform.

11.2 The Company shall promptly notify Operator of any claim subject to indemnification under §11.1 and shall reasonably cooperate with Operator's defense thereof, at Operator's expense. Operator shall not settle any claim that imposes any liability or admission on the Company without the Company's prior written consent.

12. Term and termination

12.1 Term. This Agreement is effective on the earlier of (a) Operator's first installation of the Platform, (b) Operator's first payment for a Subscription, or (c) Operator's acceptance of this Agreement in the Platform's First-Run Wizard, and continues until terminated as set forth herein.

12.2 Termination by Operator. Operator may terminate this Agreement at any time by cancelling all active License Keys and uninstalling the Platform. Termination by Operator does not entitle Operator to a refund except as provided in §5.6 and the Subscription Agreement.

12.3 Termination by the Company. The Company may terminate this Agreement, and any or all of Operator's License Keys, immediately upon written notice (which may be by email to the address associated with Operator's License Key) in the event of: (a) Operator's material breach of this Agreement; (b) Operator's violation of §3 (Restrictions) or §7 (Anti-bypass clause); (c) Operator's chargeback or payment dispute initiated in violation of §5.7; (d) Operator's failure to pay fees when due, following a reasonable cure period of not less than seven (7) days; or (e) the Company's discontinuance of the Platform or any Tier with reasonable advance notice.

12.4 Survival. The following provisions survive termination of this Agreement: §1 (Definitions), §3 (Restrictions), §4.1 (Trading-outcome responsibility), §6.3 (Mitigation, not guarantee), §7 (Anti-bypass clause), §8.1 (Company IP), §8.4 (Feedback), §9 (Disclaimer of warranties), §10 (Limitation of liability), §11 (Indemnification), §13 (Governing law; venue; dispute resolution), and §14 (General provisions).

12.5 Effect of termination. Upon termination, (a) Operator shall cease all use of the Platform; (b) Operator shall uninstall the Platform from all machines on which it is installed; (c) the surviving provisions in §12.4 continue in effect.

12.6 Engine flatten on license expiration. For the avoidance of doubt: on license expiration or termination, the Platform's engine will continue to honor the Safety Mechanisms in §6 (including end-of-day flatten and kill switches) for the purpose of safely winding down any positions then open; it will refuse to place new orders. This behavior is by design and is not a defect.

13. Governing law; venue; dispute resolution

13.1 Governing law. This Agreement is governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Venue (carve-out for arbitration). Subject to §13.3, the exclusive venue for any dispute arising under this 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.

13.3 Binding individual arbitration; class-action waiver.

(a) Agreement to arbitrate. Except as set forth in §13.3(f), any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or any Company service (a "Dispute") shall be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules then in effect, as supplemented by this §13.3.

(b) Individual arbitration only; class-action waiver. OPERATOR AND THE COMPANY EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NEITHER OPERATOR NOR THE COMPANY MAY PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY DISPUTE. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. OPERATOR AND THE COMPANY EACH WAIVE THE RIGHT TO TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

(c) Seat; language; forum. The seat of the arbitration shall be Harrisburg, Pennsylvania. The arbitration shall be conducted in English. For Disputes where the amount in controversy is below the AAA Consumer Arbitration Rules' threshold for in-person hearing, the arbitration shall be conducted by telephone or videoconference unless the arbitrator orders otherwise.

(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) Opt-out. Operator may opt out of this §13.3 by sending written notice to contact@rubicontrading.io with the subject line "Arbitration Opt-Out" within thirty (30) days of first acceptance of this Agreement. Notice must include Operator's name, License Key, and a statement that Operator is opting out of arbitration. Opt-out does not affect any other provision of this Agreement.

IMPORTANT NOTICE REGARDING ARBITRATION AND JURY TRIAL WAIVER. BY AGREEING TO THIS EULA, 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. §13.3 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, (ii) actions to protect intellectual-property rights under §3, §6, or §7 (for which the Company may seek injunctive or other equitable relief in any court of competent jurisdiction per §13.4), or (iii) actions to enforce an arbitration award.

13.4 Equitable relief. Notwithstanding §13.2 or §13.3, the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or to enforce §3, §6, or §7.

14. General provisions

14.1 Notices to the Company

Notices to the Company under this Agreement must be sent to contact@rubicontrading.io with a clear subject line referencing the matter (e.g., "License termination notice — [License Key]"), or by mail to ShapeUp LLC, Attn: Legal, 2040 Linglestown Road, Suite 109, Harrisburg, PA 17110.

14.2 Notices to Operator

Notices to Operator may be sent to the email address associated with Operator's License Key, or surfaced in the Platform's notification surface.

14.3 Assignment

Operator may not assign or transfer this Agreement, by operation of law or otherwise, without the Company's prior written consent. The Company may assign this Agreement, in whole or in part, in connection with a merger, acquisition, or sale of substantially all of its assets.

14.4 Modifications

The Company may modify this Agreement from time to time. Material modifications require Operator's re-acceptance within the Platform on next launch; immaterial modifications (typographical corrections, clarifications) take effect upon posting. Continued use of the Platform after a material modification's effective date, with re-acceptance, constitutes acceptance of the modified Agreement.

14.5 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it enforceable while preserving the parties' intent. If §13.3(b) (class-action waiver) is held unenforceable, then the entirety of §13.3 (arbitration) shall be unenforceable as to the claims subject to that ruling, and any such claims shall proceed in court under §13.2.

14.6 No waiver

No failure or delay by the Company in exercising any right under this Agreement constitutes a waiver of that right.

14.7 Force majeure

The Company is not liable for any delay or failure in performance caused by circumstances beyond its reasonable control, including without limitation acts of God, war, terrorism, civil disturbance, pandemic, governmental action, labor dispute, power or telecommunications failure, or the action or inaction of any broker, exchange, market-data vendor, LLM provider, Prop Firm, or other third party on whose service the Platform depends.

14.8 Entire agreement

This Agreement, together with the Privacy Policy, the Prop-Firm Trading Risk Disclaimer, the Terms of Service, the Subscription Agreement, the Acceptable Use Policy, the No Financial Advice Disclaimer, the CFTC Hypothetical Performance Disclosure, and (where applicable) the Beta Agreement, constitutes the entire agreement between the parties regarding the Platform and supersedes any prior or contemporaneous agreements, communications, or understandings, whether written or oral, regarding the same subject matter.

14.9 Headings

Section headings are for convenience only and do not affect interpretation of this Agreement.

End of EULA v2.0.

End User License Agreement