Confidentiality Agreement

The Culture Gallery Terms and Conditions

These Confidentiality Terms and Conditions, referred to as the “Confidentiality Terms,” govern access to and use of The Culture Gallery’s private online marketplace, website, member portal, communications, listings, documents, and related services, collectively referred to as the “Marketplace.”

The Marketplace is operated by The Culture Gallery, referred to as “The Culture Gallery,” “we,” “us,” or “our.”

By applying for membership, creating an account, accessing the Marketplace, viewing any Marketplace content, or clicking a button or checkbox indicating acceptance, you agree to be legally bound by these Confidentiality Terms. If you do not agree, you may not access or use the Marketplace.

These Confidentiality Terms supplement The Culture Gallery’s Terms of Use, Privacy Policy, transaction documents, and any separate confidentiality or nondisclosure agreement applicable to a particular transaction. If a separate written agreement imposes stricter confidentiality obligations, the stricter obligations will control.

1. Purpose of the Marketplace

The Culture Gallery operates a private marketplace through which approved members may review, discuss, evaluate, acquire, sell, consign, finance, insure, appraise, or otherwise transact in connection with fine art, collectibles, cultural property, memorabilia, luxury assets, and other property presented through the Marketplace.

Access is provided solely for legitimate evaluation and completion of authorized Marketplace transactions. Membership does not give any user a general right to collect, distribute, publish, commercialize, or otherwise use information obtained through the Marketplace.

2. Confidential Information

“Confidential Information” means all nonpublic information made available through or in connection with the Marketplace, whether communicated visually, verbally, electronically, in writing, through a listing, or by any other method, whether or not marked “confidential.”

Confidential Information includes, without limitation:

The identity, contact information, location, preferences, holdings, activities, or participation of any member, buyer, seller, consignor, collector, adviser, representative, intermediary, or prospective transaction party.
The existence or potential existence of a listing, offer, inquiry, negotiation, transaction, consignment, acquisition, disposition, financing arrangement, insurance placement, appraisal, or other Marketplace activity.
Asking prices, purchase prices, reserve prices, bids, offers, counteroffers, commissions, fees, valuations, transaction structures, payment terms, financing terms, insurance information, and other commercial terms.
Information concerning the ownership, location, custody, storage, security, transportation, provenance, chain of title, condition, authenticity, attribution, history, valuation, or availability of any property.
Photographs, videos, scans, catalogs, condition reports, appraisal reports, certificates, invoices, ownership records, authenticity materials, provenance documents, insurance records, shipping documents, research, data, and other materials displayed or distributed through the Marketplace.
Communications between or concerning The Culture Gallery, its members, transaction parties, advisers, representatives, service providers, and prospective members.
Membership criteria, member directories, invitation lists, application materials, referral sources, internal processes, business plans, marketing strategies, pricing methods, technology, security procedures, software, databases, algorithms, analytics, and platform operations.
Information identified as confidential by The Culture Gallery or another Marketplace participant.
Any compilation, analysis, summary, note, screenshot, recording, report, or other material created from or reflecting Confidential Information.

Information does not need to qualify as a trade secret to be protected under these Confidentiality Terms.

3. Permitted Use

You may use Confidential Information only to:

Evaluate a specific opportunity presented through the Marketplace.
Determine whether to pursue or complete an authorized Marketplace transaction.
Obtain professional advice directly related to a potential or completed Marketplace transaction.
Perform obligations arising from a transaction completed through or authorized by The Culture Gallery.

You may not use Confidential Information for personal advantage, competitive intelligence, marketing, solicitation, publication, unrelated investment analysis, database development, valuation modeling unrelated to an authorized transaction, or any purpose outside the Marketplace.

4. Confidentiality Obligations

You agree to:

Keep all Confidential Information strictly confidential.
Protect Confidential Information using at least the same degree of care you use to protect your own sensitive information, and in no event less than reasonable care.
Limit access to persons who have a legitimate need to know the information for a permitted purpose.
Ensure that each person receiving Confidential Information through you is informed of its confidential nature and is bound by confidentiality obligations at least as protective as these Confidentiality Terms.
Use Confidential Information only for the permitted purposes described above.
Promptly notify The Culture Gallery of any suspected or actual unauthorized access, acquisition, use, disclosure, loss, copying, or distribution of Confidential Information.
Cooperate reasonably with The Culture Gallery in investigating and addressing any suspected or actual confidentiality or security incident.

You are responsible for violations committed by any person to whom you provide access to Confidential Information, except to the extent prohibited by applicable law.

5. Prohibited Activities

Unless The Culture Gallery provides prior written authorization, you may not:

Publish, post, transmit, distribute, forward, reproduce, display, sell, license, or otherwise disclose Confidential Information.
Take or distribute screenshots, screen recordings, photographs, videos, audio recordings, downloads, exports, or copies of Marketplace content.
Share Marketplace access, login credentials, listings, links, documents, or communications with another person.
Identify or publicly discuss any member, buyer, seller, owner, consignor, adviser, transaction party, property, negotiation, or transaction associated with the Marketplace.
Contact or attempt to identify a confidential buyer, seller, owner, consignor, or other party outside the communication methods authorized by The Culture Gallery.
Use Confidential Information to bypass, avoid, circumvent, or interfere with The Culture Gallery’s role in a transaction.
Use automated tools, bots, crawlers, scrapers, data-mining systems, artificial intelligence training systems, or similar technologies to access, collect, copy, analyze, index, or reproduce Marketplace information.
Upload Confidential Information to a public or shared artificial intelligence platform, public cloud folder, open database, social media platform, messaging group, or other system not reasonably secured and authorized for the permitted purpose.
Use Marketplace information to solicit, market to, profile, or build a database concerning members or transaction parties.
Make any public announcement concerning a Marketplace transaction without the prior written approval of The Culture Gallery and all affected transaction parties.

6. Permitted Disclosure to Advisers

You may disclose Confidential Information to your attorneys, accountants, tax advisers, insurers, insurance brokers, appraisers, conservators, financing sources, consultants, or other professional advisers only when:

The disclosure is reasonably necessary to evaluate or complete an authorized Marketplace transaction.
The adviser has a legitimate need to receive the information.
The adviser is subject to professional confidentiality duties or written confidentiality obligations at least as protective as these Confidentiality Terms.
You disclose only the minimum amount of information reasonably necessary.

You remain responsible for appropriately managing information disclosed to your advisers.

7. Exclusions

Confidential Information does not include information that you can demonstrate through contemporaneous written records:

Was lawfully known to you without confidentiality restrictions before disclosure through the Marketplace.
Became publicly available through no violation of these Confidentiality Terms or other legal or contractual obligation.
Was lawfully received from a third party that had the right to disclose it without restriction.
Was independently developed by you without using or referring to Confidential Information.

The combination of information will remain Confidential Information even when individual elements are publicly available, if the combination itself is not publicly known.

The burden of establishing an exclusion rests with the person claiming that the exclusion applies.

8. Legally Required Disclosure

You may disclose Confidential Information when required by a valid subpoena, court order, law, regulation, or governmental demand, provided that, to the extent legally permitted, you:

Promptly notify The Culture Gallery in writing before making the disclosure.
Provide reasonable assistance in seeking a protective order, confidential treatment, or other appropriate protection.
Disclose only the portion of Confidential Information legally required.
Use reasonable efforts to ensure that the disclosed information receives confidential treatment.

Nothing in these Confidentiality Terms requires you to violate applicable law or a binding legal order.

9. Account and Information Security

You must maintain reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information you access.

You are responsible for maintaining the confidentiality of your account credentials and for activity conducted through your account. You may not permit another person to access the Marketplace through your account.

You must immediately notify The Culture Gallery at [CONTACT EMAIL] if:

Your credentials are lost, stolen, compromised, or used without authorization.
A device containing Confidential Information is lost or compromised.
You become aware of any unauthorized Marketplace access or disclosure.
You receive a suspicious request for Marketplace information.

The Culture Gallery may suspend or terminate access when it reasonably believes an account or Confidential Information may be at risk.

10. Ownership and No License

All Confidential Information remains the property of The Culture Gallery or the member, seller, buyer, owner, service provider, or other party that supplied or owns it.

No disclosure of Confidential Information transfers ownership or grants any license, intellectual property right, commercial right, reproduction right, publicity right, or other authorization except the limited right to review the information for a permitted purpose.

Access to a listing does not grant any ownership interest, right of first refusal, exclusivity, agency relationship, or authority to represent The Culture Gallery or another Marketplace participant.

11. No Representation Regarding Transaction Information

Confidentiality does not mean that information has been independently verified.

Unless expressly stated in a separate written agreement, The Culture Gallery does not represent or warrant that listing information, provenance, attribution, ownership, authenticity, condition, valuation, availability, or other information supplied by a member or third party is complete, accurate, or current.

Members are responsible for conducting their own due diligence and obtaining appropriate legal, tax, appraisal, authenticity, condition, insurance, and financial advice before completing a transaction.

This section does not limit obligations expressly undertaken by The Culture Gallery in a separate written agreement.

12. Return and Destruction

Upon request by The Culture Gallery, completion or termination of a transaction, suspension or termination of your membership, or termination of your Marketplace access, you must promptly:

Stop using the applicable Confidential Information.
Return or securely destroy copies within your possession or control.
Remove Confidential Information from personal devices, shared folders, messaging systems, and other storage locations under your control.
Confirm destruction in writing if requested.

You may retain one archival copy when required by law, regulation, professional recordkeeping obligations, insurance requirements, or an established document-retention policy. Any retained information remains subject to these Confidentiality Terms and may not be used for another purpose.

Information contained in routine system backups may be retained until deleted through the ordinary backup cycle, provided it is not accessed or restored except for legitimate disaster recovery or compliance purposes.

13. Duration and Survival

These Confidentiality Terms begin when you first apply for membership, accept these Confidentiality Terms, or access Confidential Information, whichever occurs first.

Your confidentiality and restricted-use obligations continue throughout your Marketplace membership and for five years after your last access to the Marketplace.

Notwithstanding the five-year period:

Information qualifying as a trade secret will remain protected for as long as it continues to qualify as a trade secret.
Account credentials, security information, nonpublic ownership information, member identities, transaction-party identities, private provenance information, and nonpublic completed-transaction terms will remain protected until the information lawfully becomes public through no violation of these Confidentiality Terms.

Termination, suspension, expiration, or deletion of your account does not eliminate obligations that are intended to survive.

14. Remedies

You acknowledge that unauthorized use or disclosure of Confidential Information may cause harm that may be difficult to calculate or adequately remedy through monetary damages alone.

To the fullest extent permitted by law, The Culture Gallery and any affected owner of Confidential Information may seek temporary, preliminary, and permanent injunctive relief, specific performance, monetary damages, recovery of improperly obtained benefits, and any other remedies available at law or in equity.

The availability of equitable relief does not prevent a party from pursuing monetary or other relief. Nothing in this section guarantees that any particular remedy will be awarded by a court.

You will be responsible, to the extent permitted by applicable law, for losses, liabilities, claims, damages, and reasonable enforcement costs resulting from your material breach of these Confidentiality Terms.

15. Third-Party Confidential Information

You acknowledge that Confidential Information may belong to sellers, buyers, collectors, consignors, owners, advisers, service providers, or other Marketplace participants.

Each owner of Confidential Information is an intended third-party beneficiary of the provisions protecting its information and may enforce those provisions directly to the extent permitted by law.

The Culture Gallery may also enforce these Confidentiality Terms on behalf of the Marketplace and to protect the integrity of its membership and transaction process.

16. Lawful Reporting and Protected Rights

Nothing in these Confidentiality Terms prohibits or restricts you from:

Reporting suspected unlawful conduct to a governmental authority, regulator, or law-enforcement agency.
Communicating with your attorney regarding a potential legal claim.
Participating in a legally protected investigation or proceeding.
Making a disclosure protected by applicable whistleblower law.
Exercising any right that cannot lawfully be waived or restricted.

You are not required to notify The Culture Gallery before making a legally protected report when applicable law prohibits such a notice requirement.

17. Suspension and Termination

The Culture Gallery may suspend, restrict, or terminate your Marketplace access immediately if it reasonably believes that:

You have violated or may violate these Confidentiality Terms.
Your account has been compromised.
Your access creates a security, privacy, reputational, legal, or commercial risk.
Suspension is necessary to protect a member, transaction party, property owner, or Confidential Information.

Suspension or termination does not waive any rights or remedies arising from conduct occurring before or after the suspension or termination.

18. Governing Law

These Confidentiality Terms, their enforcement, and any dispute arising out of or relating to their formation, interpretation, performance, breach, or termination will be governed by and construed in accordance with the laws of the State of New York, without regard to New York’s conflict-of-law principles.

19. Jurisdiction and Venue

To the fullest extent permitted by applicable law, you and The Culture Gallery consent to the exclusive jurisdiction of the state and federal courts located in New York County, New York, for any dispute arising out of or relating to these Confidentiality Terms.

Each party waives any objection based on improper venue or inconvenient forum, except where such waiver is prohibited by applicable law.

Either party may seek temporary or emergency equitable relief in any court of competent jurisdiction when reasonably necessary to prevent unauthorized use, disclosure, destruction, or dissemination of Confidential Information.

20. Electronic Acceptance

You agree that your electronic acceptance, account registration, continued authorized access, or other affirmative indication of agreement constitutes your signature and acceptance of these Confidentiality Terms.

The Culture Gallery may maintain electronic records showing the date of acceptance, account associated with the acceptance, and version of the Confidentiality Terms accepted.

21. Changes to These Terms

The Culture Gallery may update these Confidentiality Terms periodically.

When changes are material, The Culture Gallery will provide notice through the Marketplace, by email, or through another reasonable method. The revised terms will apply prospectively from the stated effective date.

The Culture Gallery may require you to affirmatively accept revised terms before continuing to access the Marketplace.

22. General Provisions

Entire Agreement. These Confidentiality Terms, together with any incorporated policies and transaction-specific agreements, constitute the agreement between you and The Culture Gallery concerning confidentiality and use of Marketplace information.

Severability. If any provision is found invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in effect.

No Waiver. A failure or delay in enforcing any provision does not waive the right to enforce that provision or any other provision later.

Assignment. You may not assign or transfer your rights or obligations under these Confidentiality Terms without The Culture Gallery’s prior written consent. The Culture Gallery may assign these Confidentiality Terms in connection with a merger, reorganization, financing, sale of assets, or transfer of Marketplace operations.

Headings. Section headings are provided for convenience and do not affect interpretation.

No Agency. Membership or access does not create a partnership, joint venture, fiduciary, employment, franchise, or agency relationship between you and The Culture Gallery.

Contact. Questions or notices concerning these Confidentiality Terms should be sent to:

The Culture Gallery
295 Madison Ave

New York, NY
concierge@theculturegallery.com