Private Viewing Room
Terms of use
DATA ROOM TERMS OF ACCESS AND NON-DISCLOSURE AGREEMENT
This Agreement is between Charles Trois (the Discloser) and the person identified by their full legal name and verified email in the electronic signature record (the Recipient). It sets the conditions for reviewing artwork and related records in the Trois Museum Private Viewing Room, including the duty to protect confidential information. In exchange for the opportunity to receive authorized confidential information, the Recipient agrees to the terms below. The Agreement takes effect when the Recipient electronically signs it. Access does not promise a sale or other transaction.
1. Permitted review
The Recipient may use authorized material only to evaluate the artworks and related records made available to that Recipient, and to communicate the resulting assessment privately to the Discloser or the Discloser’s expressly designated representative. The Recipient receives no authority to market, sell, consign, represent, pledge, or otherwise transact concerning any artwork. Any broader purpose requires the Discloser’s prior written permission.
2. Protected information
“Confidential Information” means nonpublic material disclosed through the private room or in connection with the permitted review that is marked confidential or that a reasonable recipient would understand to be confidential in context. It includes nonpublic photographs, source scans, provenance and custody records, correspondence, analyses, proposed transaction information, personal information, access details, and notes or extracts revealing that material. Publicly available court records or other public information do not become confidential merely because they are included in the room. Nonpublic compilations, annotations, personal information, and access arrangements can remain protected.
3. Non-disclosure and safeguards
The Recipient must keep Confidential Information confidential, use it only for the permitted review, and protect it with reasonable care and at least the care used for the Recipient’s own similarly sensitive information. The Recipient must not share account access; publish, post, broadcast, or distribute protected material; upload it to public or third-party AI, image-analysis, file-sharing, or training services; or disclose it to any other person without prior written permission, except as provided in section 5.
Copies, screenshots, recordings, downloads, exports, and extracts are permitted only to the extent expressly authorized in writing or by an explicit permission presented in the room. The availability of a technical copying mechanism does not itself grant permission. The Recipient may retain a copy of this agreement and the acceptance receipt. The Recipient must promptly report known unauthorized access or disclosure to the designated notice contact and reasonably cooperate to contain it, without being required to waive a legal privilege.
4. Professional advisers
The Recipient may share only the minimum necessary information with a lawyer or other professional adviser approved in advance in writing by the Discloser for the permitted review, provided that adviser is bound by professional duties or written confidentiality obligations at least as protective as this agreement. The Recipient remains responsible for disclosures the Recipient authorizes to the extent permitted by applicable law. Section 5 does not require advance approval.
5. Exclusions and legally protected disclosures
The confidentiality restrictions do not apply to information the Recipient can demonstrate was already lawfully known without a duty of confidentiality, becomes public without a breach, is independently developed without use of Confidential Information, or is lawfully obtained from a third party entitled to disclose it.
Nothing in this agreement prohibits reporting suspected unlawful conduct to government authorities, communicating confidentially with legal counsel about suspected unlawful conduct, participating in an investigation, complying with a legal obligation, or making another disclosure protected by applicable law. No prior notice or permission is required for protected reporting. Where a subpoena, court order, or other compulsory process requires disclosure, the Recipient may comply and, only where lawful and reasonably practicable, give advance notice so that appropriate protection may be sought. Disclosure should be limited to what is legally required.
Federal trade-secret immunity may protect a confidential disclosure to a government official or an attorney solely to report or investigate a suspected legal violation, or a disclosure in a court filing made under seal. A person bringing an employer-retaliation claim may disclose the trade secret to an attorney and use it in proceedings subject to the statutory sealing and disclosure conditions. This agreement does not limit that protection.
6. Review limitations and reserved rights
Access conveys a limited permission to review authorized materials; it does not transfer ownership, intellectual-property rights, title to an artwork, or rights to materials belonging to third parties. An artist’s name, inscription, source statement, historical price, judgment amount, or valuation opinion must be read in its actual context. Inclusion in the room does not independently establish authenticity, attribution, ownership, present value, or authority to transact. The Recipient must make an independent assessment. Nothing here excuses fraud, knowing misrepresentation, or liability that applicable law does not allow to be excluded.
7. Duration, return, and deletion
The permitted access may be withdrawn at any time. Ordinary confidentiality and limited-use duties continue for five years after each disclosure. Information that qualifies as a trade secret remains protected for as long as it qualifies under applicable law. Duties imposed by other applicable laws are unaffected.
Upon written request or the end of the permitted review, the Recipient must promptly stop use and return or securely delete authorized copies within the Recipient’s possession or control, and confirm completion on reasonable request. The Recipient may retain material required by law or professional recordkeeping obligations, and material in routine backups that cannot reasonably be isolated for deletion, provided retained material remains protected and is not used for another purpose. This agreement and its receipt may be retained.
8. Remedies
A breach may cause harm that money alone cannot adequately remedy. The Discloser may seek injunctive or other equitable relief where available, subject to applicable law and the court’s requirements, in addition to other available remedies. This provision does not guarantee an injunction, waive proof requirements, impose automatic penalties, or determine damages in advance.
9. Governing law, notices, and general terms
This agreement is governed by Texas law, subject to controlling federal law and any mandatory law that cannot be displaced by agreement. Proceedings may be brought in Texas state courts or, where federal subject-matter jurisdiction exists, federal courts in Texas with jurisdiction and proper venue. No clause creates jurisdiction where it does not otherwise exist. Notices to the Discloser should be sent to Charles Trois, c/o the room administrator, at rtrois@the-grand-alignment.org. The Recipient’s notice email is the verified email recorded at acceptance. These notice arrangements do not replace any legally required method of service of process.
This agreement concerns confidentiality and permitted review only; it does not create a partnership, agency, employment relationship, obligation to transact, or exclusive dealing arrangement. Amendments require an express written agreement. If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. A failure to enforce one breach is not a waiver of another.
10. Electronic acceptance and retained copy
The Recipient must be able to read and save the complete approved text before accepting. The Recipient supplies a full legal name, email address and phone number during the verified onboarding process. The Recipient then checks an initially unchecked consent control and deliberately selects “Complete setup and electronically sign.” By checking that box and submitting the form, the Recipient agrees to these Data Room Terms of Access and the Non-Disclosure Agreement and intends the supplied full legal name to serve as the Recipient's electronic signature. Merely typing information, viewing the terms, or checking and then abandoning an unsubmitted form does not record acceptance. The Recipient signs personally; an organization field is identification only and does not establish authority to bind an organization.
Electronic signature consent:
I have read and agree to the Data Room Terms of Access and Non-Disclosure Agreement identified above. By checking this box and selecting “Complete setup and electronically sign,” I intend my typed full legal name to be my electronic signature on this Agreement. I consent to receiving and retaining the signed Agreement and receipt electronically.
The acceptance record will identify the authenticated account and verified email, supplied legal name, exact agreement version and document hash, server acceptance time, and consent wording. The retained signed copy will append a signature block containing the Recipient's supplied full legal name, verified email, agreement version, document hash, and acceptance time. No handwritten-signature image is implied or generated. The Recipient receives the signed copy and a receipt. A material replacement version requires new acceptance. Acceptance alone never grants permission to view a file.
Read how account and access information is handled in our Privacy statement.