Governing law: Commonwealth of Pennsylvania.
Scope of this document
These Terms of Service ("ToS") govern Operator's use of the rubicontrading.io website, the Company's signup and account-management flows, and the Company's hosted support channels. The ToS is distinct from, and supplements, the End User License Agreement ("EULA"), which governs the license to install and use the Rubicon trading bot platform itself. Where the ToS and the EULA conflict regarding subject matter that is properly within the EULA's scope (license grant, restrictions, safety mechanisms, etc.), the EULA controls.
1. Acceptance of terms
1.1 By accessing or using the rubicontrading.io website (the "Site") or by creating an account with the Company through the Site, Operator agrees to be bound by these ToS, the Privacy Policy, and (upon installation of the Rubicon platform) the EULA. If Operator does not agree, Operator must not use the Site or create an account.
1.2 Eligibility. Operator must be at least eighteen (18) years of age, or the age of majority in Operator's jurisdiction, whichever is greater. By using the Site, Operator represents and warrants that Operator meets this requirement.
1.3 Entity acceptance. If Operator accepts these ToS on behalf of an entity, Operator represents and warrants that Operator has the authority to bind that entity, and references to "Operator" in these ToS include that entity.
1.4 Definitions cross-reference. Capitalized terms used but not defined in these ToS have the meanings given in the EULA.
2. Account creation and security
2.1 Account creation. To purchase a Subscription, Operator must create an account through the Site, providing accurate, current, and complete information requested at signup (including, without limitation, a valid email address, billing address, and payment method). Operator agrees to keep the account information accurate and current.
2.2 Account security. Operator is solely responsible for maintaining the confidentiality of Operator's account credentials and for all activity occurring under Operator's account. Operator shall promptly notify the Company at contact@rubicontrading.io of any suspected unauthorized access to Operator's account.
2.3 One person, one account. Each natural-person Operator may hold a single Company account. Seat-allocation rules for the Platform itself (number of machines on which a License Key may be active) are governed by Operator's selected Tier per the EULA Section 2.3.
2.4 No shared credentials. Operator shall not share account credentials, License Keys, or login session cookies with any third party. Sharing of credentials is a material breach of these ToS and of the EULA Section 3 and may result in immediate account termination.
3. User responsibilities
3.1 Lawful use. Operator shall use the Site and any Company services in compliance with all applicable laws and regulations and shall not use them for any unlawful purpose.
3.2 Accurate information. Operator shall provide accurate information in signup forms, support requests, billing records, and any other Company-facing data entry surface.
3.3 Site conduct. Operator shall not (a) attempt to gain unauthorized access to any portion of the Site, the Company's license server, or any other Company system; (b) interfere with or disrupt the operation of the Site or the servers and networks underlying the Site; (c) engage in any data-mining, scraping, or systematic extraction of content from the Site without the Company's prior written consent; (d) introduce viruses, malware, or other harmful code to the Site or to any Company system; or (e) impersonate any person or misrepresent Operator's affiliation with any person or entity.
3.4 Acceptable Use Policy. Operator's use of the Platform is additionally governed by the Acceptable Use Policy, which is incorporated by reference into these ToS. A violation of the Acceptable Use Policy is a material breach of these ToS.
4. Service description
4.1 The Site. The Site provides product information, signup and account-management flows, billing-portal access, support channels, and legal-document publication.
4.2 What the Platform provides. The Rubicon trading bot platform is described in the EULA Section 1.2 and in the Company's current product documentation. The full feature set in effect from time to time is as documented in current product documentation. Operator should consult current product documentation for the specifics of any platform component.
4.3 Support channels. The Company provides support through the channels published on the Site and described in the Company's Support Model documentation, which may include a Discord community, GitHub issue tracker, in-product bug-report widget, and email for billing, legal, and security inquiries. Support is provided on a best-effort basis; no service-level guarantee is offered at this time. Tier-tiered response-time targets, if any, are as published.
4.4 Pricing. Subscription pricing for the Platform is referenced through the Company's current published pricing in effect at the time of Operator's signup or renewal. Pricing mechanics, billing cycles, auto-renewal, refunds, and cancellation are governed by the Subscription Agreement.
5. Modifications to service
5.1 Service changes. The Company may modify, suspend, or discontinue any portion of the Site or any feature of the Platform from time to time, with reasonable advance notice in the case of material changes that affect Operator's ability to use the Platform. Reasonable advance notice may be provided by email to the address associated with Operator's account or by posting on the Site.
5.2 Pricing and Tier changes. Pricing and Tier changes are governed by the Subscription Agreement and (where applicable) the EULA Section 5.5.
6. Termination
6.1 Termination by Company. The Company may suspend or terminate Operator's account, with or without notice, for: (a) Operator's material breach of these ToS, the EULA, the Subscription Agreement, the Acceptable Use Policy, or any other Company agreement; (b) fraudulent activity, payment fraud, or chargeback abuse; (c) conduct that imposes excessive burden on Company systems or that endangers the Company, its other operators, or third parties; or (d) any reason permitted by applicable law.
6.2 Termination by Operator. Operator may terminate Operator's account at any time by cancelling all active Subscriptions per the Subscription Agreement and, where applicable, requesting account deletion at contact@rubicontrading.io. Account-data handling upon deletion is governed by the Privacy Policy.
6.3 Effect of termination. Upon termination of Operator's account: (a) Operator's right to access the Site and Company online services ceases; (b) any active License Key issued to Operator terminates per the EULA Section 12; (c) the Company's data-handling obligations regarding Operator's account data are governed by the Privacy Policy; and (d) the surviving provisions in Section 6.4 continue in effect.
6.4 Survival. The following provisions survive termination of these ToS: Section 3 (User responsibilities, including Section 3.4 AUP incorporation), Section 7 (Governing law; venue; dispute resolution), and Section 8 (General provisions).
7. Governing law; venue; dispute resolution
7.1 Governing law. These ToS are 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.
7.2 Venue (carve-out for arbitration). Subject to Section 7.3, the exclusive venue for any dispute arising under these ToS 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.
7.3 Binding individual arbitration; class-action waiver.
(a) Agreement to arbitrate. Except as set forth in Section 7.3(f), any dispute, claim, or controversy arising out of or relating to these ToS, the Site, 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 Section 7.3.
(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. The arbitrator may not consolidate more than one person's claims and may not preside over any form of representative or class proceeding.
(c) Seat. The seat of the arbitration shall be Harrisburg, Pennsylvania. The arbitration may be conducted in person, by telephone, by video conference, or by submission of documents, as the arbitrator may direct.
(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 Section 7.3 by sending written notice to contact@rubicontrading.io with the subject line "Arbitration Opt-Out - ToS" within thirty (30) days of first acceptance of these ToS. Notice must include Operator's name, account email, and a statement that Operator is opting out of arbitration under the ToS. Opt-out does not affect any other provision of these ToS. Opt-out under these ToS is independent of any opt-out elected under the EULA Section 13.3(e); Operator may elect either, both, or neither.
(e-2) IMPORTANT NOTICE REGARDING ARBITRATION AND JURY TRIAL WAIVER. BY AGREEING TO THESE TERMS OF SERVICE, 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 these ToS constitutes a knowing and voluntary waiver of these rights.
(f) Carve-outs. Section 7.3 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 or to enforce the EULA Section 3, Section 6, or Section 7 (for which the Company may seek injunctive or other equitable relief in any court of competent jurisdiction), or (iii) actions to enforce an arbitration award.
8. General provisions
8.1 Notices to the Company. Notices to the Company under these ToS shall be sent to contact@rubicontrading.io or by mail to ShapeUp LLC, 2040 Linglestown Road, Suite 109, Harrisburg, PA 17110.
8.2 Notices to Operator. Notices to Operator may be sent by email to the address associated with Operator's account or by posting on the Site.
8.3 Assignment. Operator may not assign or transfer these ToS, by operation of law or otherwise, without the Company's prior written consent. The Company may assign these ToS, in whole or in part, in connection with a merger, acquisition, or sale of substantially all of its assets.
8.4 Modifications. The Company may modify these ToS from time to time. Material modifications require Operator's re-acceptance on next sign-in to the Site or next launch of the Platform; immaterial modifications (typographical corrections, clarifications) take effect upon posting on the Site. Continued use of the Site after a material modification's effective date, with re-acceptance, constitutes acceptance of the modified ToS.
8.5 Severability. If any provision of these ToS 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 Section 7.3(b) (class-action waiver) is held unenforceable, then the entirety of Section 7.3 (arbitration) shall be unenforceable as to the claims subject to that ruling, and any such claims shall proceed in court under Section 7.2 (severability rebound).
8.6 No waiver. No failure or delay by the Company in exercising any right under these ToS constitutes a waiver of that right.
8.7 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 third party on whose service the Site or the Company's online services depend.
8.8 Entire agreement. These ToS, together with the EULA, the Subscription Agreement, the Privacy Policy, the Acceptable Use Policy, and any other Company agreement to which Operator is a party, constitute the entire agreement between the parties regarding the subject matter hereof and supersede any prior or contemporaneous agreements, communications, or understandings, whether written or oral, regarding the same subject matter.