—— 01Capital and market risks
Total loss of capital
The Token may lose all or substantially all of its market value. Pre-sale participants may receive Tokens worth less than the consideration paid — including zero. You should not invest funds you cannot afford to lose completely.
No secondary market guarantee
No assurance is given that the Token will be listed on any specific venue or that a liquid secondary market will develop or be maintained. Listing terms, venues and timing remain at the Foundation's discretion and subject to third-party approvals.
Volatility
Crypto-asset markets are highly volatile. Token price may fluctuate materially in short periods, including in the first minutes, hours and days after the Token Generation Event. Historical performance of unrelated crypto-assets is not a reliable indicator.
Lock-up illiquidity
Pre-sale Tokens are subject to a 6-month cliff and 12-month linear vest, enforced on-chain. Tokens cannot be transferred during the cliff. You may be unable to dispose of your Tokens at any point during the lock-up, even if market conditions deteriorate significantly.
Slippage and thin liquidity
Selling a large Token position into a thin market may result in materially worse execution prices than indicative quotations. The Foundation does not commit to provide market-making, OTC desk introductions, buy-back facilities, or price stabilisation.
—— 02Regulatory and legal risks
Unregulated crypto-asset
The Token is an unregulated utility crypto-asset. The Foundation is not authorised by any financial-services regulator. You are not protected by the Financial Services Compensation Scheme, the Financial Ombudsman Service, the UK Investor Compensation Scheme, or any equivalent investor-protection mechanism.
Reclassification risk
A regulator may, now or in the future, take the view that the Token is a security, an e-money token, a financial instrument under MiFID II, or otherwise subject to regulation. Reclassification could impose registration, prospectus, licensing or distribution requirements, and may force the Foundation to delist, restrict or cease support for the Token in affected jurisdictions.
Evolving regulation
Crypto-asset regulation in the UK, EU and major jurisdictions is rapidly evolving (UK FSMA crypto-asset regime; EU MiCA; equivalent regimes in Switzerland, Singapore, UAE, US). New rules may adversely affect the Token, the Foundation, the Platform, or your ability to acquire, hold, transfer or use the Token. Compliance costs may be material.
Sanctions and AML risk
You must comply at all times with applicable sanctions, anti-money-laundering and counter-terrorism-financing laws. The Foundation may, with or without notice, refuse, reverse, freeze or unwind any transaction it reasonably believes to breach such laws, including freezing wallet addresses.
Restricted jurisdictions
The Token is not offered in restricted jurisdictions (including but not limited to the United States, Canada, Mainland China, the Russian Federation, Belarus, Iran, North Korea, Cuba, Syria). If you are in or connected to a restricted jurisdiction, you must not acquire, hold or use the Token. Misrepresentation of your status is a material breach of these disclosures and the Token Terms.
—— 03Smart-contract and blockchain risks
Smart-contract bugs and exploits
Smart contracts may contain undiscovered bugs, logic errors, or vulnerabilities exploited by malicious actors. Despite independent audits, no smart contract can be guaranteed to be free from defect. A successful exploit could result in partial or total loss of Tokens — for you or for the entire holder base.
Blockchain network failure
The Token is implemented on public blockchains (Ethereum and Solana). Chain re-organisations, validator misbehaviour, consensus failures, congestion, fork events, or network outages may delay, prevent or reverse transactions, or invalidate Token balances.
Oracle and bridge risk
Where the Platform or Token relies on price oracles, cross-chain bridges, or third-party infrastructure, those components introduce risks independent of the Foundation's own systems. Oracle manipulation or bridge compromise may result in losses.
Immutability and irreversibility
On-chain transactions are, by design, irreversible. The Foundation cannot reverse a transaction sent to the wrong address, recover Tokens sent to a non-existent address, or undo a transaction approved by your wallet — including any approval granted to a malicious smart contract.
—— 04Custody and operational risks
Loss of private keys
If you lose access to the private keys, seed phrase, or recovery method of your wallet, your Tokens are permanently and irrecoverably lost. The Foundation cannot help you recover lost keys.
Phishing and social engineering
The Foundation will never ask for your private key, seed phrase or wallet password — by any channel. Any such request is a scam. The Foundation will never request payment via Telegram, Discord, X / Twitter, WhatsApp, or any messaging app. Settlement instructions are confirmed only through counter-signed memos within the secured data room.
Exchange and counterparty risk
If you hold the Token on a third-party exchange or custodian, you are exposed to the insolvency, hack, regulatory action, or technical failure of that intermediary. Self-custody is the safer option but transfers responsibility to you.
Wallet whitelisting
Tokens are delivered only to wallets pre-whitelisted as per the Token Purchase Agreement. The Foundation will not deliver to exchange deposit addresses during the lock-up.
—— 05Issuer-specific risks
Early-stage issuer
The Foundation is a newly established entity. It may face operational, legal, reputational or financial challenges that affect its ability to deliver the Platform roadmap. Key-person departure, council disputes, litigation, regulatory enforcement, or insolvency may materially impair Token value.
Concentration risk
A material portion of the Token supply is held by the Foundation, the Operations entity, strategic partners, and early participants. Disposal of these holdings — even within agreed vesting schedules — may exert downward pressure on Token price.
Conflicts of interest
The Foundation, council members, advisors and affiliates may hold Tokens and may, subject to vesting and lock-up restrictions, transact in Tokens in ways that do not align with the interests of every individual Holder.
BVI jurisdictional risk
The Foundation is incorporated in the British Virgin Islands. BVI courts and law govern the Foundation's internal affairs. Enforcing rights against the Foundation may require legal action in the BVI or through agreed arbitration (LCIA, London-seated), with attendant cost and complexity.
—— 06Platform execution risks
Adoption risk
The Token's utility depends on the Platform achieving meaningful merchant adoption, user adoption and transaction volume. There is no guarantee that the Platform will achieve any specific adoption milestone. Limited adoption directly reduces the burn rate, the demand for Tokens, and ultimately the value of the Token.
Roadmap delay or cancellation
Roadmap milestones — pilots, launches, geographic expansion, regulatory engagement — may be delayed, modified, or cancelled. The Foundation makes no warranty of delivery against any specific date.
Third-party dependencies
The Platform depends on third parties including licensed payment processors, KYC providers, AML providers, hosting providers and POS hardware manufacturers. Failure, withdrawal, or regulatory action against any third party may materially impair Platform operations.
Competitive risk
The closed-loop payment, voucher, and tap-to-pay sectors are competitive. Incumbents and new entrants may launch competing offerings that displace, undermine, or commoditise the Platform's value proposition.
—— 07Tax risks
Tax treatment uncertain
The tax treatment of utility crypto-assets varies by jurisdiction and is evolving. Acquisition, holding, staking, transfer, swap and disposal of the Token may trigger income tax, capital gains tax, value-added tax, or other liabilities in your jurisdiction.
Your responsibility
You are solely responsible for determining, reporting and paying all taxes due. The Foundation does not provide tax advice. Seek independent tax counsel before acquiring the Token.
Reporting obligations
You may have reporting obligations to your home tax authority (e.g. crypto-asset reporting frameworks such as DAC8 in the EU, the OECD CARF). The Foundation may be required to share data with tax authorities under such frameworks.
—— 08No advice — your responsibility
Nothing in any TAPLY publication — landing page, litepaper, investor brief, FAQ, social-media post, or oral statement — constitutes investment advice, legal advice, tax advice, or any recommendation to acquire the Token. The Foundation, its council members, employees, advisors and affiliates do not provide any such advice.
You must independently evaluate the merits and risks of acquiring the Token, taking into account your own financial situation, risk tolerance, objectives, and applicable laws. You should consult your own legal, tax and financial advisors before making any decision.
By acquiring the Token, you confirm that you have read, understood, and accepted all of the risks disclosed above.
⚠ Final reminder
If anything in this document is unclear — do not invest.
Ask your lawyer. Ask your tax advisor. Ask the Foundation at legal@taply.network. There is no question too small to ask before committing capital to a high-risk crypto-asset.