Governing law: Commonwealth of Pennsylvania.

Scope and purpose

This No Financial Advice Disclaimer 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 is a standalone regulatory disclosure document. It states clearly and unambiguously that the Rubicon platform is software, not financial advice, and that the Company is not registered with any securities, commodities, or other financial regulator in any capacity that would constitute the provision of regulated investment advice or brokerage services.

This Disclaimer is required surface in:

The standalone document at this file path (operator-facing on the Site and in the Platform's Settings — Legal sub-section);
The first-run wizard No Financial Advice sub-screen (the wizard presents the substance of this Disclaimer and requires Operator acknowledgment before completion);
Cross-references from the EULA, the Terms of Service, the Acceptable Use Policy, and the Prop-Firm Trading Risk Disclaimer to this Disclaimer for the substantive no-financial-advice position.

1. Software, not financial advice

1.1 The Rubicon platform (the "Platform") is automated trading software. The Platform consists of a strategy-creation framework, the Hermes import translator, a validation pipeline, an execution layer that places orders on Operator-supplied broker accounts, a safety stack, a monitoring layer, and a graphical user interface.

1.2 The Platform is not financial advice. The Platform is not investment advice. The Platform is not legal advice. The Platform is not tax advice. The Platform does not constitute a recommendation, an endorsement, a solicitation, or an offer to buy, sell, or hold any security, commodity, futures contract, options contract, cryptocurrency, foreign-exchange instrument, or any other financial instrument.

1.3 The Platform's output, including but not limited to: signals emitted by Operator-supplied strategies; backtest results; validation results; the Hermes import translator's translated strategies; any output of Platform features that use an Operator-supplied large-language-model ("LLM") provider; and any order placed by the Platform on Operator's behalf — is the operation of software on Operator-supplied logic and data, and not the rendering of financial advice by the Company to Operator.

2. Not a registered investment adviser

2.1 The Company is not registered with the U.S. Securities and Exchange Commission ("SEC") as an investment adviser under the Investment Advisers Act of 1940 (15 U.S.C. § 80b-1 et seq.).

2.2 The Company is not registered as an investment adviser under any state investment-adviser statute, including the Pennsylvania Securities Act of 1972 or any analogous statute of any other state.

2.3 The Company does not hold itself out as, and does not act in the capacity of, an investment adviser to Operator. The relationship between the Company and Operator is governed by the EULA (software license) and the Terms of Service (Site use and account relationship); the relationship is not an adviser-client relationship and creates no fiduciary or advisory duty on the part of the Company to Operator.

3. No advice, recommendations, or endorsements

3.1 The Company does not provide investment advice, recommendations, or endorsements regarding:

(a) any specific trading strategy;
(b) any specific financial instrument (including, without limitation, any futures contract, options contract, equity, exchange-traded fund, cryptocurrency, foreign-exchange pair, fixed-income instrument, or derivative);
(c) any specific asset class, market, or market segment;
(d) any specific trading approach (including, without limitation, trend-following, mean-reversion, breakout, news-driven, or arbitrage approaches);
(e) any specific broker, exchange, market-data vendor, prop firm, or LLM provider;
(f) any specific position size, leverage level, drawdown tolerance, or risk parameter;
(g) any specific time horizon, holding period, or rebalancing cadence; or
(h) Operator's own portfolio composition, asset allocation, or overall financial plan.

3.2 The Platform's strategy-creation framework provides tools for Operator to author Operator's own strategies. The Hermes import translator provides a technical translation service for Operator-supplied strategies authored on third-party platforms. The validation pipeline provides industry-standard quantitative evaluation methodology applied to Operator-supplied strategies. None of these tools or services constitutes advice or recommendation by the Company.

4. Not registered with any financial regulator

4.1 The Company is not registered with:

(a) the U.S. Securities and Exchange Commission (SEC) as an investment adviser, broker-dealer, or in any other capacity;
(b) the U.S. Commodity Futures Trading Commission (CFTC) as a commodity trading adviser, commodity pool operator, futures commission merchant, introducing broker, or in any other capacity;
(c) the National Futures Association (NFA) in any capacity;
(d) the Financial Industry Regulatory Authority (FINRA) in any capacity;
(e) any state securities regulator, state insurance regulator, or state banking regulator in any capacity; or
(f) any foreign financial regulator analogous to those listed above.

4.2 The Company does not provide brokerage, custody, clearing, settlement, market-data dissemination, or any other regulated financial service to Operator. Brokerage and custody of Operator's accounts is provided by Operator-selected third parties under separate agreements between Operator and those third parties, under Operator-supplied credentials per the BYOK provisions of the EULA §1.7 and §4.2.

5. Operator should consult qualified professionals

5.1 Operator should consult qualified professionals for personalized financial, tax, legal, or compliance advice tailored to Operator's specific circumstances. Qualified professionals include, without limitation:

(a) a licensed investment adviser registered with the SEC or with Operator's state securities regulator;
(b) a licensed broker-dealer registered with FINRA;
(c) a registered commodity trading adviser registered with the CFTC and the NFA;
(d) a Certified Public Accountant (CPA) for tax advice;
(e) a licensed attorney for legal advice; and
(f) where applicable to Operator's circumstances, an enrolled agent or other tax practitioner authorized to practice before the Internal Revenue Service.

5.2 The Company's published documentation, support channels, and community forums are not substitutes for qualified-professional advice. Statements made by Company personnel, moderators, or other operators in any Company-hosted channel are not, and shall not be construed as, investment advice from the Company to Operator.

6. No guarantee of profits or outcomes

6.1 The Company makes no representation, warranty, or guarantee that:

(a) Operator will achieve any profit, any particular financial outcome, any minimum return, or any specific trading result by using the Platform;
(b) any Operator Strategy executed on the Platform will be profitable, will produce results similar to any historical backtest of that strategy, or will produce results similar to results experienced by any other operator;
(c) Operator will pass any prop firm evaluation, will achieve any prop firm payout, or will retain any prop firm funded account;
(d) any output of a Platform feature using an Operator-supplied LLM provider will be correct, complete, free from hallucination, or suitable for trading or other decision-making.

6.2 The Company's disclaimer of warranties under the EULA §9 applies to this Disclaimer in full force.

7. Past performance does not indicate future results

7.1 Past performance does not indicate, guarantee, or imply future results. This principle applies to:

(a) historical backtest results displayed in the Platform or in any Company documentation;
(b) historical live-trading performance of any Operator Strategy;
(c) any reference, in any Company-hosted channel, to historical trading performance by any operator or by any third party; and
(d) any statement by Company personnel, moderators, or other operators in any Company-hosted channel regarding historical performance.

7.2 Historical backtest results have inherent limitations as described in the CFTC Hypothetical Performance Disclosure. Operators must read the CFTC Hypothetical Performance Disclosure before relying on any backtest result displayed by the Platform.

8. Operator assumes all risk

8.1 Operator assumes all risk of trading decisions made using the Platform. Operator is solely responsible for: (a) selection of strategies; (b) selection of instruments, account routing, and position sizing; (c) Operator's decision to enable any specific Operator Strategy for live execution; (d) Operator's decision to deploy a strategy on a real-money account rather than a paper or demo account; and (e) the financial outcomes of every order the Platform places on Operator's behalf.

8.2 Operator's responsibility under this §8 applies regardless of any output, signal, validation result, or suggestion produced by the Platform, by the Hermes import translator, by any Operator-supplied LLM provider, or by any third party in any Company-hosted channel.

9. Governing law

9.1 This Disclaimer is governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws principles. Venue and dispute-resolution provisions 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)).

9.2 If any provision of this Disclaimer 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 (severability rebound).

10. Cross-references

10.1 This Disclaimer is supplemented by the following Company legal documents:

(a) the Prop-Firm Trading Risk Disclaimer (for the substantive risk-acknowledgment content, including per-bullet acknowledgment in the first-run wizard);
(b) the CFTC Hypothetical Performance Disclosure (for the verbatim CFTC Rule 4.41(b) language regarding hypothetical and simulated performance results);
(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); and
(f) the Privacy Policy (for data-handling practices).

10.2 Operator's acknowledgment of this Disclaimer is required at first-run of the Platform via the No Financial Advice sub-screen of the first-run wizard. Acknowledgment is re-required on each re-run; it does not persist across re-runs. This acknowledgment discipline tracks the per-bullet acknowledgment discipline of the Prop-Firm Trading Risk Disclaimer.