Toxnot is now 3E Exchange
Learn MoreToxnot is now 3E Exchange
Learn More
Last modified: September 12, 2016
Thanks for using our products and services (“Services”). The Services are provided by 3E Exchange (formerly Toxnot) PBC (“3E Exchange (formerly Toxnot)”).
By using our Services, you are agreeing to these terms. Please read them carefully.
Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.
You must follow any policies made available to you within the Services.
Don’t misuse our Services. For example, don’t interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. The use of automated systems or software to extract data from this website for commercial or other purposes, (‘screen scraping’) is prohibited unless the third party has directly concluded a written license agreement with 3E Exchange which permits it access to 3E Exchange (formerly Toxnot)’s chemical, hazard and regulatory data.
Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.
Our Services display some content that is not 3E Exchange (formerly Toxnot)’s. This content is the sole responsibility of the entity that makes it available. We may review content to determine whether it is illegal or violates our policies, and we may remove or refuse to display content that we reasonably believe violates our policies or the law. But that does not necessarily mean that we review content, so please don’t assume that we do.
In connection with your use of the Services, we may send you service announcements, administrative messages, and other information.
Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.
You may need a 3E Exchange Account in order to use some of our Services. You may create your own 3E Exchange Account, or your 3E Exchange Account may be assigned to you by an administrator, such as your employer or educational institution. If you are using a 3E Exchange Account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account.
To protect your 3E Exchange Account, keep your password confidential. You are responsible for the activity that happens on or through your 3E Exchange Account. Try not to reuse your 3E Exchange Account password on third-party applications. If you learn of any unauthorized use of your password or 3E Exchange Account, please contact us.
3E Exchange’s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that 3E Exchange can use such data in accordance with our privacy policies.
We respond to notices of alleged copyright infringement and terminate accounts of repeat infringes according to the process set out in the U.S. Digital Millennium Copyright Act.
If you think somebody is violating your copyrights please contact us directly.
Some of our Services allow you to upload, submit, store, send or receive content. You retain ownership of any intellectual property rights that you hold in that content. In short, what belongs to you stays yours.
When you upload, submit, store, send or receive content to or through our Services, you give 3E Exchange (and those we work with) a worldwide license to host, store, reproduce, modify and create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services). The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. Some Services may offer you ways to access and remove content that has been provided to that Service. Also, in some of our Services, there are terms or settings that narrow the scope of our use of the content submitted in those Services. Make sure you have the necessary rights to grant us this license for any content that you submit to our Services.
Our automated systems analyze your content (including emails) to provide you personally relevant product features, such as customized search results, tailored advertising, and spam and malware detection. This analysis occurs as the content is sent, received, and when it is stored.
Our automated systems analyze your content to provide you personally relevant product features, such as customized search results, tailored advertising, and spam and malware detection. This analysis occurs as the content is sent, received, and when it is stored.
If you have a 3E Exchange Account, we may display anonymized data about actions you take on 3E Exchange or on third-party applications connected to your 3E Exchange Account in our Services, including displaying in ads and other commercial contexts. We will respect the choices you make to limit sharing or visibility settings in your 3E Exchange Account.
You can find more information about how 3E Exchange uses and stores content in the privacy policy or additional terms for particular Services. If you submit feedback or suggestions about our Services, we may use your feedback or suggestions without obligation to you.
We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.
You can stop using our Services at any time, although we’ll be sorry to see you go. 3E Exchange may also stop providing Services to you, or add or create new limits to our Services at any time.
We believe that you own your data and preserving your access to such data is important. If we discontinue a Service, where reasonably possible, we will give you reasonable advance notice and a chance to get information out of that Service.
We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.
OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER 3E Exchange PBC NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.
WHEN PERMITTED BY LAW, 3E Exchange (formerly Toxnot) PBC, AND 3E Exchange (formerly Toxnot)’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF 3E Exchange (formerly Toxnot), AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).
IN ALL CASES, 3E Exchange PBC, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
If you are using our Services on behalf of a business, that business accepts these terms. It will hold harmless and indemnify 3E Exchange and its affiliates, officers, agents, and employees from any claim, suit or action arising from or related to the use of the Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs and attorneys’ fees.
3E Exchange users are not authorized to use the GreenScreen® for Safer Chemicals trademarks, absent a trademark license with Clean Production Action; and 3E Exchange users are not authorized to use the GreenScreen Benchmark™ scores to make public claims about a chemical, material or product, absent a separate license agreement with Clean Production Action.
GreenScreen, GreenScreen List Translator, GreenScreen Benchmark, and the GreenScreen Logo are trademarks, service marks, and/or certification marks of Clean Production Action, Inc. in the United States and in other countries.
Full Terms for the GreenScreen® for Safer Chemicals Method can be found here: HTTP://WWW.GREENSCREENCHEMICALS.ORG/ABOUT/GREENSCREEN-TERMS-OF-USE
We may modify these terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. You should look at the terms regularly. We’ll post notice of modifications to these terms on this page. We’ll post notice of modified additional terms in the applicable Service. Changes will not apply retroactively and will become effective no sooner than fourteen days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you do not agree to the modified terms for a Service, you should discontinue your use of that Service.
If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict.
These terms control the relationship between 3E Exchange and you. They do not create any third party beneficiary rights.
If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
If it turns out that a particular term is not enforceable, this will not affect any other terms.
The laws of Delaware, U.S.A., will apply to any disputes arising out of or relating to these terms or the Services. All claims arising out of or relating to these terms or the Services will be litigated exclusively in the federal or state courts of Delaware, USA, and you and 3E Exchange consent to personal jurisdiction in those courts.
Last modified: September, 12 2016
In these Terms, we refer to those raising funds as "Providers" and to their fundraising campaigns as "Hazard Assessments." We refer to those contributing funds as "Contributors" and to the funds they contribute as "Contributions." Providers, Contributors and other visitors to the Services are referred to collectively as "Users."
3E Exchange provides an online crowdfunding venue for people and entities seeking to raise funds for their own Hazard Assessments and to contribute to the Hazard Assessments of others. Providers can offer gifts or rewards in the form of tangible items or intangible services (collectively, "Hazard Profiles") to Contributors. Hazard Profiles are not offered for sale. 3E Exchange makes no representations about the quality, safety, morality or legality of any Hazard Assessment or Contribution or the truth or accuracy of User Content (as defined below) posted on the Services. 3E Exchange does not represent that Providers will deliver Hazard Profiles or that Contributions will be used as described in the Hazard Assessment. Users use the Services at their own risk.
Users under 18 years of age are not eligible to use the Services without consent. Users between the ages of 13 and 17, can use the Services with the consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also agrees to be bound by the Terms and agrees to be responsible for such use of the Services. Users suspended from using the Services are not eligible to use the Services. 3E Exchange reserves the right to refuse use of the Services to anyone and to reject, cancel, interrupt, remove or suspend any Hazard Assessment, Contribution, or the Services at any time for any reason without liability.
Providers are not permitted to create a Hazard Assessment to raise funds for illegal activities, to cause harm to people or property, or to scam others. If the Hazard Assessment is claiming to do the impossible or it's just plain phony, don't post it. Users must comply with all applicable laws and regulations in connection with their Hazard Assessments, including offering Hazard Profiles and using Contributions. Providers shall not make any false or misleading statements in connection with their Hazard Assessments.
3E Exchange is not a place for hatred, abuse, discrimination, disrespect, profanity, meanness, harassment, or spam. Do not:
3E Exchange reserves the right to remove Hazard Assessments and terminate User Accounts for such activities.
Providers are not permitted to do any of the following with Hazard Assessment images:
Providers are legally bound to perform on any promise and/or commitment to Contributors. 3E Exchange (formerly Toxnot) does not recognize any third party and/or agency affiliated with the Hazard Assessment as a Provider. If a Provider is unable to perform on any promise and/or commitment to Contributors, the Provider will work with the Contributors to reach a mutually satisfactory resolution, which may include the issuance of a refund of Contributions by the Provider. 3E Exchange (formerly Toxnot) is under no obligation to become involved in disputes between Providers and Contributors, or Users and any third party. In addition, 3E Exchange (formerly Toxnot) is under no obligation to become involved in disputes regarding the determination of the rightful Provider, and will not be obligated to make any changes to Provider accounts or transfer of ownership. In the event of any dispute, such as a Provider's alleged failure to comply with the Terms or alleged failure in fulfillment of a Perk, we may provide the Provider's contact information to the Contributor so that the two parties may resolve their dispute.
All information submitted in connection with a User account on the Services (each, a “User Account”) must be accurate and truthful. Users agree to notify 3E Exchange immediately if their User Account has been used without authorization or there has been any other breach of security of the User Account. Each User also agrees to provide additional information 3E Exchange may reasonably request and to answer truthfully and completely any questions 3E Exchange might ask you in order to verify such User's identity.
3E Exchange grants each User a limited, non-exclusive, non-transferable, revocable license to use the Services subject to such User's eligibility, subscription level and continued compliance with the Terms. Users may not in any way try to extract 3E Exchange data for storage, use or replication outside of the 3E Exchange platform except as expressly provided for under separate licensing terms.
Providers will respond promptly and truthfully to all questions posed to them by 3E Exchange or any Contributor. If any Provider is unable to fulfill any of its commitments to Contributors, the Provider will work with the Contributors to reach a mutually satisfactory resolution, which may include refunding their Contributions. Providers will comply with all applicable laws and regulations in the use of Contributions and delivery of Hazard Profiles. Providers are responsible for collecting and remitting any taxes on Contributions, and any taxes due in connection with Hazard Profiles. 3E Exchange may attempt to verify the identity and other information provided to us by Providers, and we may delay, withhold, reverse or refund any Contributions or other amounts without notice or liability in the event we are unable to verify any such information to our satisfaction. Provider eligibility is subject to 3E Exchange (formerly Toxnot)’s review of the fulfillment status of prior crowdfunding obligations. 3E Exchange reserves the right to prohibit or remove a Hazard Assessment if the Provider is delayed by three weeks or more in fulfilling a prior crowdfunding project on 3E Exchange or another platform.
Contributors are solely responsible for asking questions and investigating Providers and Hazard Assessments to the extent they feel is necessary before making a Contribution. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor. 3E Exchange does not guarantee that Contributions will be used as promised, that Providers will deliver Hazard Profiles, or that the Hazard Assessment will achieve its goals. 3E Exchange does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality or legality of any Hazard Assessment, Perk or Contribution, or the truth or accuracy of User Content posted on the Services. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Hazard Profiles for tax purposes. If a Contribution is returned to a Contributor, the associated Hazard Profiles, if any, shall be canceled.
Setting up an account on the Services is free. We do not charge our Service fees to Contributors. Unless otherwise expressly indicated on the Services, we do charge our Service fees to Providers as a portion of the Contributions they raise (the "Service Fees"). By using the Services Users agree to our Service Fees which are listed during Hazard Assessment setup. Changes to Service Fees are effective after we post notice of the changes on the Services. Updated Service Fees are applied to Hazard Assessments launched after the notice is posted.
Once Contributions are committed to a project they will not be returned unless the project fails to reach its funding goal. 3E Exchange reserves the right to allow comparable project providers (i.e. Similarly Accredited Profilers) to be switched on a project while funding is in progress. 3E Exchange also reserves the right to hold funding commitments for up to 5 days after project funding has closed and allow project providers to accept partially funded projects so long as the same project deliverable is maintained.
Taxing authorities may classify funds raised on the Services as taxable income to the Provider and any beneficiary who will receive funds directly from the applicable Hazard Assessment. All applicaple taxes and reporting are the responsibility of the Provider.
Hazard Assessments must be completed through submission to 3E Exchange in order to be eligible for payment. By Submitting Hazard Assessments on the Site or otherwise through the Service “Hazard Assessment Submission”, you agree to the following terms:
3E Exchange will not have any ownership rights over your Hazard Assessment Submissions. However, 3E Exchange needs the following license to perform and market the Service on your behalf and on behalf of its other Users and itself. You grant to 3E Exchange the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your Hazard Assessment Submission and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the "Trademarks") in connection with (a) the Service, (b) 3E Exchange (formerly Toxnot)’s (and its successors' and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the Hazard Assessment Submission and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the Hazard Assessment Submission, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to 3E Exchange does not affect your other ownership or license rights in your Hazard Assessment Submission, including the right to grant additional licenses to your Hazard Assessment Submission.
You are publishing your User Submission, and you may be identified publicly by your name or User ID in association with your User Submission.
You grant to each User a non-exclusive license to access your Hazard Assessment Submission through the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such Hazard Assessment Submission solely for personal, non-commercial use.
You further agree that your Hazard Assessment Submission will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant 3E Exchange all of the license rights granted herein.
You will pay all royalties and other amounts owed to any person or entity based on your Submitting Hazard Assessment Submission to the Service or 3E Exchange (formerly Toxnot)’s publishing or hosting of the Hazard Assessment Submission as contemplated by these Terms of Use.
The use or other exploitation of Hazard Assessment Submission by 3E Exchange and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
3E Exchange shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your Hazard Assessment Submission.
All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which that content originated.
3E Exchange will not be liable for any errors or omissions in any Content.
3E Exchange cannot guarantee the identity of any other Users with whom you may interact while using the Service.
All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.
In accordance with the Digital Millennium Copyright Act, 3E Exchange has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. 3E Exchange also may terminate User accounts even based on a single infringement.
Users may create a "Crowdfunding Page" on 3E Exchange (formerly Toxnot)'s website to link their brand with one or more Hazard Assessments. If Users create a “Crowdfunding Page” this will constitute a “Hazard Assessment Submission” and grant 3E Exchange the same license rights so that 3E Exchange can effectively promote the Crowdfunding Page in a manner similar to individual Hazard Assessments.
Providers may not offer any contest, competition, giveaway, sweepstakes or similar activity (each, a "Promotion") on the Services without 3E Exchange (formerly Toxnot)'s prior written permission (which may be granted or withheld by 3E Exchange in its sole and absolute discretion). Providers may request permission from 3E Exchange by sending an email to support@3eco.com. Subject to and upon any such permission, each Provider offering any Promotion further acknowledges and agrees that: (a) such Provider shall be solely responsible for all facets of each such Promotion; (b) such Promotion does not require any Contribution or other payment of any amount as the sole method of entry into such Promotion; and (c) the official rules for such Promotion shall include clear and conspicuous language to the effect that: (i) 3E Exchange does not sponsor, endorse or administer the Promotion; (ii) each participant or entrant in the Promotion releases 3E Exchange from any and all liability; and (iii) all questions concerning the Promotion must be directed to the Provider and not to 3E Exchange (formerly Toxnot).
The Services may contain links to third-party websites, advertisers, or services that are not owned or controlled by 3E Exchange (formerly Toxnot). Access to or use of third-party sites or services are at each User's own risk. Except as otherwise expressly provided herein, 3E Exchange is not responsible for any loss or damage of any sort relating to User dealings with these third-party sites or services. We encourage Users to be aware of when they leave the Services, and to read the terms and conditions and privacy policy of any third-party website or service that they visit.
Credit card payment processing services for Providers on 3E Exchange are provided by Stripe, Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By continuing to operate as a Provider on 3E Exchange (formerly Toxnot), you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition to 3E Exchange enabling credit card payment processing services through Stripe, you agree to provide 3E Exchange accurate and complete information about you and your business, and you authorize 3E Exchange to share any such information with Stripe, as well as transaction information related to your use of the payment processing services provided by Stripe. In all cases, standard credit card or other third party processing fees apply in addition to any Service Fees. We are not responsible for the performance of any third party credit card processing or third party payment services.
Each User agrees to defend, indemnify and hold harmless 3E Exchange (formerly Toxnot), its subsidiaries and affiliated companies, and their officers, directors, employees, contractors and agents from and against any and all claims, causes of action, damages, obligations, losses, liabilities, costs or debt, and expenses (including attorneys' fees and costs) and all amounts paid in settlement arising from or relating to use of the Services, breach of these Terms or violation of any laws. 3E Exchange may assume the exclusive defense and control of any matter for which Users have agreed to indemnify 3E Exchange and each User agrees to assist and cooperate with 3E Exchange in the defense or settlement of any such matters.
The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by any User, but may be assigned by 3E Exchange without restriction or consent.
Termination may result in the forfeiture and destruction of all information associated with any User Account. Users may terminate their User Account by following the instructions on the Services, but 3E Exchange may retain the User Account information after termination in accordance with regulatory, accounting, and legal compliance procedures. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Providers and other Users should be aware that many states impose charitable fund solicitation laws to guide direct or indirect fund solicitation activities in those states. While provisions vary state to state, these state laws typically include registration and reporting requirements. 3E Exchange merely provides a technology platform to allow Providers to connect with Contributors. Users who access or use the Services do so at their own volition and are entirely responsible for compliance with applicable law.
3E Exchange makes no representations, warranties or other assertions as to the potential tax deductible status of any Contribution by a Contributor to a charitable cause or to a Hazard Assessment whose purported recipient is a recognized 501(c)(3) or other tax -advantaged organization under the Internal Revenue Code. The listing of an organization via the Services does not necessarily mean that the organization has been deemed— or remains currently deemed—a charitable or tax-advantaged organization by the Internal Revenue Service.
In the event of a conflict between these the English language version of the Terms and any foreign language translation versions thereof, the English language version of the Terms shall govern and control. All disputes, claims and causes of action (and related proceedings) will be communicated in English. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the U.S.
We will cooperate with law enforcement authorities as required by law. We will cooperate with law enforcement agencies in any investigation of alleged illegal activity regarding the use of the Services when requested.
Users agree 3E Exchange may provide notifications to such User via email, written or hard copy notice, or through conspicuous posting of such notice on our website. Users may opt out of certain means of notification or to receive certain notifications.
We are always pleased to hear from our Users, and welcome their comments or suggestions. However, products, services, and features developed by 3E Exchange or its Users might be similar or even identical to a submission received by 3E Exchange or its Users. When we refer to a "submission" in this paragraph, we mean: any submission, comment, or suggestion (including, but not limited to, ideas, products, or services and suggested changes) made either on the 3E Exchange platform or to 3E Exchange about an existing product or service on, or a feature of, or a proposed addition to, the 3E Exchange platform.
With regard to Hazard Assessment Submission:
These Terms are the entire agreement between each User and 3E Exchange regarding its subject matter. If any provision of these Terms are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. 3E Exchange (formerly Toxnot)'s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
3E Exchange may alter the Terms at any time, so please review them frequently. If a material change is made, 3E Exchange may notify Users in the Services, by email, by means of a notice on the Services, or other places we think appropriate. A "material change" will be determined at 3E Exchange (formerly Toxnot)'s sole discretion, in good faith, and using common sense and reasonable judgment.