Blackwall

Terms of Service

Last updated: May 26, 2026

These Terms of Service ("Terms") govern your access to and use of the website, products, and services (collectively, the "Services") provided by Blackwall ("we", "us", or "our"). By accessing or using our Services, you agree to be bound by these Terms. If you do not agree, do not use our Services.

1. Eligibility & Accounts

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use our Services. By using our Services on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

You are responsible for maintaining the confidentiality of any account credentials and for all activity that occurs under your account. You agree to notify us immediately of any unauthorized use.

2. Services Description

Blackwall provides AI-powered TikTok campaign management, creative production, and performance marketing services for technology startups. Our services are delivered through a combination of proprietary AI tools and a dedicated strategy team.

We reserve the right to modify, suspend, or discontinue any part of our Services at any time, with or without notice. We will make reasonable efforts to notify active clients of material changes.

3. Waitlist & Onboarding

Joining our waitlist does not guarantee access to our Services. We onboard clients on a limited basis at our sole discretion. Waitlist registration is free and does not create any contractual obligation on either party.

Upon acceptance, you will receive a separate service agreement outlining the scope of work, fees, and specific terms of engagement. That agreement, together with these Terms, will govern the client relationship.

4. Fees & Payment

Service fees are set forth in your individual service agreement. Unless otherwise stated:

  • All fees are quoted in US Dollars and are exclusive of applicable taxes
  • Retainer fees are billed monthly in advance
  • Ad spend budgets are managed through your own TikTok Ads account and billed directly by TikTok
  • Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is lower

We reserve the right to suspend services if payment is more than 15 days overdue.

5. Intellectual Property

Your Content. You retain all rights to the brand assets, materials, and data you provide to us. By sharing these materials, you grant us a limited, non-exclusive license to use them solely for the purpose of delivering our Services.

Our Work Product. All creative assets, ad copy, strategies, and campaign materials we produce for you are assigned to you upon full payment of applicable fees. We retain the right to use anonymized performance data and aggregated insights for improving our AI models and internal tools.

Our Platform. All rights in our proprietary AI engine, software, tools, methodologies, and website content remain our exclusive property. Nothing in these Terms grants you any right to our underlying technology.

6. Client Responsibilities

To ensure effective delivery of our Services, you agree to:

  • Provide timely access to your TikTok Ads Manager and necessary brand assets
  • Respond to requests for approvals and feedback within reasonable timeframes
  • Ensure that all materials you provide do not infringe on third-party intellectual property rights
  • Comply with TikTok's advertising policies, community guidelines, and applicable laws
  • Maintain an adequate ad spend budget as agreed upon during onboarding

7. Confidentiality

Both parties agree to keep confidential any non-public information shared during the course of the engagement, including business strategies, campaign performance data, pricing, and proprietary methodologies. This obligation survives termination of the relationship for a period of two (2) years.

8. Disclaimers & Limitation of Liability

Our Services are provided "as is" and "as available." While we strive for strong performance outcomes, we do not guarantee specific results, including any particular return on ad spend, conversion rate, or revenue target.

To the maximum extent permitted by law:

  • We disclaim all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement
  • Our total liability for any claim arising from or related to these Terms or our Services shall not exceed the total fees paid by you in the three (3) months preceding the claim
  • We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data

9. Termination

Either party may terminate the service relationship with 30 days' written notice. We may terminate or suspend your access immediately if you breach these Terms or your service agreement.

Upon termination:

  • All fees for services rendered through the termination date remain due and payable
  • We will transfer all completed creative assets and campaign data to you
  • Our access to your TikTok Ads Manager will be revoked
  • Provisions relating to intellectual property, confidentiality, limitation of liability, and indemnification survive termination

10. Indemnification

You agree to indemnify, defend, and hold harmless Blackwall and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your breach of these Terms, your use of our Services, or any content or materials you provide to us.

11. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions. Any disputes arising from these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association, held in Wilmington, Delaware.

12. General Provisions

  • Entire Agreement. These Terms, together with any applicable service agreement, constitute the entire agreement between you and Blackwall regarding the Services.
  • Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
  • Waiver. Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
  • Assignment. You may not assign these Terms without our prior written consent. We may assign our rights and obligations without restriction.
  • Force Majeure. Neither party shall be liable for delays or failure to perform due to circumstances beyond reasonable control, including natural disasters, war, government actions, or internet disruptions.

13. Contact Us

If you have questions about these Terms, please contact us at:

admin@yassinemabrouk.com

Blackwall
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