# PCP — utility token legal positioning

Last updated: 2026-04-17. **Not legal advice. Consult your own counsel.**

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## Summary

PCP is designed, documented, and operated as a **utility token** — an access credit for metered API calls, node staking, and protocol governance. It is **not** marketed or sold as a security. Every page of the MeterCall site that mentions PCP includes a risk disclosure, and no page promises returns, dividends, or capital appreciation.

This document explains the structure that supports the utility positioning, the jurisdictional scope at launch, and the risks the protocol explicitly does not insure against.

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## 1. What PCP actually does

1. **Pays for metered API calls.** Any call routed through MeterCall L4 can be settled in PCP at the wholesale rate.
2. **Stakes a node.** Running a MeterCall node requires PCP stake (10,000 minimum). Dishonest nodes are slashed.
3. **Stakes a delegator.** PCP holders delegate to nodes and earn a share of node rewards.
4. **Votes in governance.** One PCP = one vote on protocol parameters (burn rate, staking tiers, bounty pool allocation).

None of these uses require the holder to rely on the efforts of the MeterCall team for appreciation in value. Utility is live from day one on testnet, day one on mainnet.

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## 2. Launch jurisdiction strategy

- **Airdrop-first for US residents.** The first distribution of PCP to US wallets is via airdrop to early MeterCall users and active cross-chain wallets. No sale, no solicitation, no value offered in exchange for capital.
- **Non-US public sale.** The $0.05 public launch targets non-US buyers via jurisdictions where MeterCall has a review from local counsel (targets at launch: British Virgin Islands, Cayman, Singapore PMF exemption, Switzerland non-security token). US persons are geo-blocked and wallet-screened from the public sale venue.
- **Strategic / early backer allocation.** Structured as **SAFTs (Simple Agreements for Future Tokens)** with accredited US investors, subject to a 12-month cliff + 24-month vesting. Restricted transfers and lockup terms documented per SAFT.
- **Team & founder allocation.** 4-year linear vesting with 12-month cliff. No transfer to secondary markets during vesting.

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## 3. What the project does NOT promise

- No promise of price appreciation.
- No promise of returns from the protocol, treasury, or team.
- No buyback program.
- No "profit share" beyond the standard node-staking rewards, which are clearly described as compensation for services rendered (running a node, delegating stake to nodes).
- No guaranteed exchange listing.

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## 4. Risks holders bear

- **Smart contract risk.** Contracts are pre-audit scaffolds at time of writing (see `/docs/audit-readiness.md`). Bugs may cause loss of funds.
- **Market risk.** Utility tokens trade on open markets; price may go to zero.
- **Regulatory risk.** Token classifications change. A jurisdiction may reclassify PCP as a security, restrict transfers, or require registration.
- **Bridge risk.** LayerZero OFT bridges across 5 chains. Bridge compromise would affect cross-chain supply.
- **Operator risk.** Node operators may underperform, fail to pay delegator rewards, or get slashed.
- **Team risk.** The team is a small group of operators. Key-person risk is real.

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## 5. Tax considerations

PCP holders should assume every staking reward, every node reward, and every token received in an airdrop is a **taxable event** in their home jurisdiction. MeterCall does not issue 1099s or equivalent documents. Keep your own records. Consult a tax professional.

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## 6. Legal opinion status

- **SAFT opinion** — in progress with US counsel (target: pre-strategic-close).
- **Non-US sale opinion** — in progress with jurisdictional counsel per target region.
- **Staking services opinion** — pending; will cover whether PCP staking rewards constitute an "investment contract" under Howey.
- **Bridge compliance opinion** — pending; will cover Travel Rule implications for cross-chain transfers.

Opinions will be published in redacted form on `/pcp-legal.html` before any public sale goes live.

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## 7. Founding team position

The founding team does not promise any return on PCP. The team holds PCP under the same 4-year vesting terms as any other team allocation. The team's business is running a metered-API platform; PCP is the accounting unit that protocol usage is denominated in. If the protocol succeeds, PCP may have durable utility value. If it doesn't, PCP may be worth nothing.

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**Not legal advice. Consult your own counsel.**