—— 01Definitions and interpretation
In these Token Terms, the following definitions apply. References to "we", "us", or the "Foundation" mean TAPLY Foundation, a foundation company incorporated in the British Virgin Islands. "You" or "Holder" means any person who acquires, holds, transfers or otherwise uses the Token.
"Token" means the TAPLY utility token, a fungible unregulated crypto-asset issued by the Foundation on Ethereum (ERC-20) and Solana (SPL).
"Platform" means the TAPLY closed-loop tap-to-pay infrastructure, including its smart contracts, applications and merchant integrations.
"TGE" means the Token Generation Event — the on-chain pre-minting of the total Token supply by the Foundation.
"Professional Participant" means a person eligible to participate under Section 3.
Singular includes plural and vice versa. Headings are for convenience and do not affect interpretation.
—— 02Nature and legal classification of the Token
2.1
The Token is a pure utility crypto-asset. It is designed solely to grant access to and consume functions of the Platform.
2.2
The Token is not: (a) a security, share, debenture or unit in a collective investment scheme; (b) a financial instrument within the meaning of MiFID II; (c) electronic money or an asset-referenced token; (d) a payment instrument or a means of payment between users and merchants; (e) a deposit; (f) a derivative; or (g) a regulated investment under the UK Financial Services and Markets Act 2000.
2.3
The Token is issued from the British Virgin Islands. The Foundation does not target retail consumers in any jurisdiction. The Token is distributed exclusively to Professional Participants.
2.4
No regulator has reviewed, approved or endorsed the Token, these Token Terms, or any communication relating to the Token. The Token is not protected by any depositor compensation scheme or consumer redress mechanism.
RISK · The legal and regulatory characterisation of crypto-assets is evolving. A future regulator may take a different view. See Risk Disclosures.
—— 03Eligibility and restricted persons
3.1
You may acquire, hold or use the Token only if you are a Professional Participant, meaning a person who qualifies as: (a) an investment professional, certified high-net-worth individual, sophisticated investor or self-certified sophisticated investor under the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, Articles 19, 48, 50 or 50A; or (b) a per se professional client under MiFID II Annex II; or (c) an equivalent qualified, accredited or institutional investor under your home jurisdiction.
3.2
You confirm that you are nota resident of, citizen of, or located in any Restricted Jurisdiction. Restricted Jurisdictions include, without limitation: the United States of America (and US Persons under Regulation S), Canada, Mainland China, the Russian Federation, Belarus, the Democratic People's Republic of Korea, Iran, Cuba, Syria, and any jurisdiction subject to comprehensive EU, UK, UN, OFAC or HM Treasury sanctions.
3.3
You are not a Sanctioned Person; you are not on any consolidated sanctions, freezing or terrorism-financing list; and the funds you use to acquire the Token derive from lawful sources.
3.4
The Foundation may, at its sole discretion, refuse, reverse, freeze or unwind any acquisition or transfer that breaches Section 3.
—— 04Issuance, supply and burn mechanic
4.1
The total supply of the Token is fixed at 1,000,000,000 TAPLY, fully pre-minted at TGE. No further mint authority exists. The Foundation cannot create additional Tokens.
4.2
The Token includes a 1% burn-per-utility-event mechanic, hard-coded at the smart-contract level. Each time the Token is used inside the Platform — for merchant activation, fee discount, referral settlement, cashback issuance or internal swap — 1% of the amount transacted is permanently and irreversibly removed from circulating supply.
4.3
The Foundation makes no representation and gives no warranty as to the rate of burn, the resulting circulating supply at any future date, the market price of the Token, or the existence or depth of any secondary market.
4.4
Allocation of the total supply is published in the Foundation's tokenomics. Vesting schedules apply to certain pools and are enforced on-chain.
—— 05Utility functions and use inside the Platform
The Token serves four utility functions, each hard-coded in the Platform's smart contracts:
- Merchant Activation Gate. Merchants must hold and stake a minimum Token balance to activate a POS account on the Platform. Tier-based stake minimums apply.
- 1% Burn per Use. Every utility event triggers a 1% on-chain burn of the amount transacted.
- Referral Engine. Per-transaction referral pool of 0.25%: 0.15% to the direct introducer and 0.10% to the indirect introducer (two levels), paid in Token from the Ecosystem allocation.
- User Cashback. 0.25% baseline cashback in Token returned to the paying user. Merchants may elect to increase their own cashback rate as a marketing lever.
These utility functions may evolve over time. Material changes will be announced under Section 11 (Amendments).
—— 06No rights against the Issuer
6.1
The Token confers no equity, dividend, profit share, interest, redemption right, voting right or claim against the Foundation, the Platform, any operating entity, or any of their assets, profits or revenues.
6.2
The Foundation does not guarantee the listing of the Token on any venue, the existence of a liquid market, or the price at which the Token may trade.
6.3
The Foundation owes Holders no fiduciary duty beyond the obligations expressly set out in these Token Terms and in any executed Token Purchase Agreement.
—— 07Pre-sale, vesting and lock-up
7.1
The private pre-sale opens on 24 May 2026 at 12:00 UTC. Pre-sale Tokens are subject to a 6-month cliff plus 12-month linear vest, enforced on-chain by the vesting smart contract. No transferability, sale, swap, pledge or encumbrance is possible during the cliff period.
7.2
Settlement is in stablecoin (USDC or USDT) on Ethereum, Solana or Polygon. The Foundation does not accept fiat wire transfers for the pre-sale.
7.3
The minimum subscription for the pre-sale is €125,000 equivalent in stablecoin.
7.4
The full terms of the pre-sale are set out in the executed Token Purchase Agreement, which prevails over these Token Terms in case of conflict between them as to the specific subscription.
—— 08Smart-contract reliance
8.1
The Token, vesting schedules, burn mechanic and utility functions are implemented by smart contracts deployed on public blockchains. The smart contracts are the operative implementation of these Token Terms.
8.2
Smart contracts may contain undiscovered bugs, may be subject to exploits, may behave unexpectedly under chain re-organisations, validator misbehaviour, oracle failure or bridge compromise, and may result in partial or total loss of Tokens.
8.3
You acknowledge that you have read, or had the opportunity to read, the published smart-contract audit reports prior to acquiring the Token.
—— 09Custody and self-responsibility
9.1
You are solely responsible for the security of the private keys controlling the wallet in which your Tokens are held. The Foundation does not provide custody services and cannot recover lost keys, reverse transactions or freeze Tokens save where mandated by competent authority.
9.2
Loss, theft or compromise of your private keys results in permanent and irrecoverable loss of the Tokens held in that wallet.
9.3
You must not send Tokens to exchange deposit addresses during the lock-up period. The Foundation will not deliver Tokens to exchange addresses.
—— 10Tax
Acquisition, holding, transfer, staking, swapping or disposal of the Token may have tax consequences in your jurisdiction. You are solely responsible for determining and paying any tax due. The Foundation does not provide tax advice and makes no representation as to the tax treatment of the Token. You should seek independent tax advice before acquiring the Token.
—— 11Forks, migrations and amendments
11.1
The Foundation may, on not less than 30 days' written notice published on its website, amend these Token Terms to reflect technical, legal or operational changes. Material amendments require Foundation council resolution. Continued use of the Token after the effective date constitutes acceptance.
11.2
Where necessary for security or technical reasons, the Foundation may publish a successor smart contract and invite Holders to opt into a one-way migration on 30 days' notice. The original vesting schedule must be preserved by the successor contract.
11.3
The Foundation does not endorse, support or recognise unauthorised forks of the Token. Tokens on unauthorised forks have no utility within the Platform.
—— 12Limitation of liability
12.1
To the maximum extent permitted by applicable law, the Foundation, its council members, officers, employees, agents and affiliates shall not be liable for any indirect, incidental, consequential, special, punitive or exemplary damages, or for any loss of profit, revenue, business, goodwill, anticipated savings or data, arising out of or in connection with the Token, the Platform or these Token Terms.
12.2
The Foundation's aggregate liability to any Holder in respect of any claim arising under or in connection with these Token Terms is limited to the lesser of (a) the consideration paid by that Holder for the Tokens to which the claim relates, and (b) USD 100,000.
12.3
Nothing in these Token Terms excludes liability for fraud, fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.
—— 13Governing law and disputes
13.1
These Token Terms and any non-contractual obligations arising from them are governed by, and construed in accordance with, the laws of the British Virgin Islands.
13.2
Any dispute arising out of or in connection with these Token Terms, including any question regarding their existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, before a sole arbitrator, seated in London, language English. The seat of the arbitration is London but the substantive law is BVI law.
13.3
Nothing in this Section prevents the Foundation from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property, the integrity of the Platform, or to enforce sanctions compliance.
NEED THE FULL LEGAL PACK? · These Token Terms must be read together with the Risk Disclosures, the Privacy Notice, and where applicable the executed Token Purchase Agreement. Documents available in the data room on request to legal@taply.network.