TOEFL® Global Distributors Portal

The terms and conditions  (“Terms”) set forth below (the "Agreement") together with those terms and conditions set forth on www.ets.org, shall govern use of the ETS Distributor Portal (the "Service") currently available through www.ets.org (the "Site"), and all data, content, and other materials available therein ("Materials") provided by Educational Testing Service, and its licensors (collectively "ETS"). In the case of conflict between provisions set forth in the terms and conditions of www.ets.org and the Terms set forth herein, these Terms shall control.

1. Consent to Terms. The terms "You" and "Your" mean the institution of higher education, government agency, organization, or entity entering into this Agreement with ETS. If You do not agree with these Terms, do not use the Service. ETS reserves the right, at its sole discretion, to change these Terms at any time. Please check these Terms periodically for changes. Use of the Service following the posting of changes to these Terms shall constitute Your acceptance of the revised terms.

2. Grant of Rights; Restrictions on Use.

2.1 Grant. You and Your Authorized Users (defined below in Section 2.2) are granted a nonexclusive, nontransferable, limited right to access and use the Service and Materials made available to you through this Site. You may be granted some or all of the rights as follows (depending on whether you are an administrator or other user):

• The right to purchase and manage test vouchers and other transactions.

2.2 Authorized User. Only Your employees, and/or temporary employees ("Eligible Persons") are eligible to access and use the Service and Materials. The term "Authorized User" means an Eligible Person whom You have identified to ETS for purposes of issuing Credentials and who You have authorized to access and use the Service and Materials on Your behalf. For purposes hereof, "Credentials" mean (a) access or authentication information required or supplied by ETS to enable access to the Service by Authorized Users; (b) passwords or password parameters issued by ETS to an Authorized User; and (c) passwords and other access information issued by You or stemming from the foregoing, including without limitation, log-in, password and other information of Authorized Users, all as changed from time to time. You agree that Credentials may only be used by the Authorized User to whom they are assigned and that the Credentials may not be shared with or used by any other person, including other Authorized Users. You will manage Your roster of Authorized Users and will promptly deactivate an Authorized User’s Credentials or notify ETS to deactivate an Authorized User’s Credentials if the Authorized User is no longer an Eligible Person or You otherwise wish to terminate the Authorized User’s access to the Service. You will cause such User (defined below) to cease any and all access and use of the Service and Materials. You are responsible for all use of the Service accessed with Credentials issued to Your Authorized Users, whether such access is by Authorized Users or by any individual who is not an Authorized User ("User"). You will use reasonable commercial efforts to prevent unauthorized use of the Credentials assigned to Your Authorized Users and will promptly notify ETS, in writing, if You suspect that any Credentials are lost, stolen, compromised, or misused. ETS may suspend or terminate any Authorized User’s rights to access and use the Service and Materials at any time without cause and/or prior notice.

2.3 No Robots. Use of the Service via mechanical, programmatic, robotic, scripted, artificial intelligence, or any other automated means is strictly prohibited. Unless otherwise agreed to by ETS in writing, use of the Service is permitted only via manually conducted, discrete, individual search and retrieval activities. Any attempt to automate access, data extraction, or interaction, whether through artificial intelligence or other technologies, may result in suspension or termination of access, as well as legal action by ETS.

2.4 Modifications. The Service, including, without limitation, any feature functionality therein, as well as Materials, may be enhanced, added to, withdrawn, or otherwise changed by ETS without notice.

2.5 Unauthorized Users. The Service and the Materials are protected by U.S. and international intellectual property laws and treatises, and other laws that prevent unauthorized access and use. No one other than an Authorized User may access or use the Service for any purpose whatsoever. If You permit other Users to nevertheless access and use the Service or Materials without authorization, such User’s access and use will be governed by these Terms and You will be liable to ETS for any breach of the Terms as well as for unauthorized access. You should also ensure that Your Authorized Users access the Service in a way which does not impinge on ETS’s Intellectual Property Rights.

3. Representations. User represents that he/she is currently an Eligible Person and has been authorized by his/her employer to be an Authorized User of the Service. The User also confirms that he/she will use the Service in accordance with these Terms and in accordance with applicable laws.

4. Credentials. Authorized User has been assigned user credentials (i.e., set password and security questions/responses) for access and use of the Service on Your behalf. Neither the Authorized User nor You may share such credentials or use any other party’s credentials.

5. Restricted Access. The content, layout and other features and functionality of the Service may have restricted access rights and are subject to change without notice. One or more Authorized Users’ access rights may be modified at any time as requested by You or ETS, including suspending or terminating such rights without notice.

6. Data Protection & Confidentiality

6.1 The Service may include personally identifying information of an individual ("PII"). If You, any Authorized User, or other User hereunder accesses any such PII in or through use of the Service, you shall not, and shall not permit any Authorized User and/or other Users, to use such PII for any purpose whatsoever and shall promptly notify ETS of same in case of any unauthorized access or disclosure. Authorized Users shall treat all PII and other Material received through the Service about an individual as confidential information; and may access and use such data only in compliance with the ETS privacy policy, all applicable data protection, privacy, and security laws and regulations and/or any other law that may replace the same from time to time. You will ensure that each Authorized User will immediately notify You if they know or become aware of any unauthorized access to any portion of the Site or the Service. You will use reasonable efforts to ensure that only Authorized Users will have access to such information through Your Service account, systems or files (electronic or non-electronic).

6.2 You agree to use commercially reasonable security to protect the Service from unauthorized access by anyone who is not an Authorized User, and to cause Authorized Users not to exceed their authorized access.

6.3 You or Your Authorized Users shall immediately and without any undue delay notify ETS of any potential or actual unauthorized access, or access exceeding authorization to the PII ("Security Incident"), and take immediate action to investigate, mitigate and contain the incident and implement reasonable and appropriate measures to prevent further incidents and any misuse of data accessed. You shall provide complete information and assistance to ETS. If applicable law requires ETS or You to give such notice, You shall reimburse ETS for all expenses incurred by ETS to comply and to provide any mitigation provided by ETS in its sole discretion (including but not limited to costs of identity theft monitoring services and costs of altering the Service). You shall indemnify and hold ETS harmless from and against all expenses, losses and damages incurred by ETS relating to the Security Incident. If applicable law requires You to give notice of the Security Incident to specific Government or law enforcement authorities or individuals who are affected by such Security Incidents, you shall not do so without first: (a) consulting with ETS and providing it with a copy of said notice in time for ETS to reasonably establish a procedure for responding to any individual communications with ETS; and (b) obtaining approval of any law enforcement authority with whom ETS may be consulting about the Security Incident.

6.4 You shall ensure that you have implemented appropriate reasonable security practices and procedures to safeguard such Confidential Information, including PII and grievance redressal mechanisms in case there are any grievances arising out of the PII collected or provided to us by your Authorized Officer, who will be responsible for complying with applicable laws when resolving such disputes or informing ETS if any dispute or exercise of rights involves any action to be undertaken by ETS. You undertake to comply with applicable laws in relation to and honor rights and requests of individuals in relation to their personal data, such as for example, when a user makes a request to correct, update or delete their personal data.

7. Consents. ETS may verify, process, disclose, store, and transfer all personally identifying information submitted by an Authorized User in accordance with ETS’s privacy and security policy located at https://www.ets.org/legal/privacy.html as amended from time to time. You warrant that You have obtained all necessary consents and implemented appropriate security standards as required by applicable laws for processing of personal data or information by ETS in accordance with its policies before submitting any (if any) personal data or information to ETS. ETS will not be liable in case of a default made by you in obtaining or submitting such information and you agree to indemnify ETS of any losses incurred by it in furtherance of such default.

8. NO WARRANTIES. EXCEPT AS OTHERWISE SET FORTH IN A WRITTEN AGREEMENT SIGNED BY ETS AND YOU WHICH EXPRESSLY STATES THAT IT SUPERCEDES THIS AGREEMENT, THE SERVICE AND MATERIALS, INCLUDING ALL RELATED SYSTEMS (INCLUDING SOFTWARE AND HARDWARE), DATA, AND INFORMATION THEREOF, ARE PROVIDED "AS IS" AND WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND RESULTS IS WITH YOU AND AUTHORIZED USERS AND OTHER USERS. NEITHER ETS NOR ANYONE ELSE MAKES ANY OTHER COMMITMENT OR WARRANTY AND ETS DISCLAIMS ANY (IF ANY) IMPLIED AND/OR STATUTORY WARRANTIES, INDEMNITIES, CONDITIONS AND STATUTORY OR COMMON LAW OR OTHER DUTIES, INCLUDING BUT NOT LIMITED TO ANY: (A) OF MERCHANTABILITY, (B) OF FITNESS FOR PURPOSE OR USE, (C) OF RESULTS, ACCURACY, COMPLETENESS OF INFORMATION OR FUNCTIONALITY, (D) OF LACK OF NEGLIGENCE OR LACK OF REASONABLE OR PROFESSIONAL CARE OR EFFORT, AND (E) CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. IF ANY DUTY CANNOT BE DISCLAIMED THAT DUTY WILL BE MEASURED BY WILLFUL MISCONDUCT OF ETS, ITS AGENTS OR SERVICE PROVIDERS. ALSO, THERE IS NO WARRANTY AGAINST INFRINGEMENT OR OF TITLE OR OF INTERFERENCE WITH USE OR ENJOYMENT OF THE SERVICE AND MATERIALS.

9. EXCLUSION OF CERTAIN DAMAGES. EXCEPT AS OTHERWISE SET FORTH IN A WRITTEN AGREEMENT SIGNED BY ETS AND YOU THAT EXPRESSLY STATES THAT IT SUPERCEDES THIS AGREEMENT, ETS WILL NOT BE LIABLE TO YOU OR ANY OTHER USER OR PERSON FOR ANY DAMAGES ARISING OUT OF YOUR ACCESS, INABILITY TO ACCESS, OR USE OF THE SERVICE, THE MATERIALS, AND THE SITE, WHETHER DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL DAMAGES, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION FOR DAMAGES FOR LOST PROFITS, LOSS OF PRIVACY, SECURITY OR DATA, FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF LACK OF NEGLIGENCE OR OF WORKMANLIKE OR PROFESSIONAL EFFORT), OR FOR ANY OTHER INDIRECT DAMAGES WHATSOEVER, THAT ARISE OUT OF OR ARE RELATED TO THE SERVICE  AND MATERIALS EVEN IF ETS (OR AN AFFILIATE, SERVICE PROVIDER OR AGENT) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY OR MISREPRESENTATION.

10. Governing Law and Jurisdiction. These Terms shall be governed by the laws of the State of New Jersey, without regard to its conflict of laws principles. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts in New Jersey for the resolution of any disputes arising from these Terms.

11. Notice. ETS may, but is not obligated to, send notice to You and/or Your Authorized Users who must relay communications internally, as necessary. You will check the Service periodically for notices posted by ETS and disseminate them as appropriate to Authorized Users. ETS may elect to provide notices and other information related to Service activities to You in electronic form: (a) via e-mail; (b) on the Service; or (c) by non-electronic methods, at Your address in ETS records. You may deliver notices related to Service activities to ETS by sending it to TOEFLAgentSupport@ets.org.

12. Amendments. ETS reserves the right to change or modify this Agreement, which will take effect thirty (30) days after the posting of notice of such changes to You. If any Authorized User accesses the Service after the effective date of the revised version, or if the You or any Authorized User fails to terminate Credentials by the Effective Date, then You shall be deemed to have accepted the revised Agreement on behalf of itself and each Authorized User as of said effective date.

13. Miscellaneous. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, its remaining provisions shall remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible. ETS’s failure to act with respect to a breach by You or any Authorized User or other User does not waive its right to act with respect to subsequent or similar breaches. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter. Nothing in this Agreement waives any of ETS’s legal rights.

 14. Trademark and Logo Use

14.1 ETS Ownership. All ETS trademarks, including but not limited to “TOEFL,” “TOEFL iBT,” and the Eight-Point Logo (collectively, the “ETS Marks”), are the exclusive property of Educational Testing Service. Nothing in this Agreement shall be construed as granting You or Your Authorized Users any ownership interest in the ETS Marks.

14.2 Permitted Use. Subject to Your compliance with the terms of this Agreement and, where applicable, any executed Trademark License Agreement with ETS, You may access ETS-provided marketing assets, logos, and brand materials made available through the Service for the sole purpose of promoting TOEFL products in accordance with ETS’s published guidelines. All use of the ETS Marks must comply with the TOEFL® Global Distributors Brand Guidelines, including without limitation guidance on visual identity, co-branding, trademark notice, and approved terminology.

14.3 Prohibited Use. You shall not (a) alter, distort, or otherwise modify the ETS Marks; (b) use the ETS Marks in a way that suggests endorsement of non-ETS products or services; (c) mirror the TOEFL brand or visual identity as Your own; or (d) use the ETS Marks in any unauthorized domains, social media handles, mobile apps, press releases, or paid advertisements, unless approved in writing by ETS.

14.4 Approval and Review. Any materials (including but not limited to marketing collateral, advertisements, webpages, or social media posts) that include ETS Marks must be submitted for prior review and written approval by ETS, unless they are unmodified materials provided directly by ETS. Unauthorized use may result in immediate termination of access to the Service, as well as legal action.

14.5 Trademark Notices. When using the ETS Marks, You agree to include the appropriate trademark symbols (® or ™) upon first mention and add the following notice where feasible:

“TOEFL and TOEFL iBT are registered trademarks of ETS in the United States and other countries, used under license. The Eight Point Logo is a trademark of ETS.”