Legal

Last modified: December 8, 2023

Welcome to the Topgolf Callaway Brands Corp. website (the "Site"). Like the game of golf, this Site has certain rules that you must follow during your visit ("Rules"). Please read these Rules carefully before beginning your tour. Most of all, have fun while you discover what Topgolf Callaway Brands is all about.

PLEASE READ THESE RULES CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. SECTION 18 (BINDING ARBITRATION) CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRE, WITH ONLY SPECIFIED EXCEPTIONS IN SECTION 18, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS ONLY TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTIONS OR PROCEEDINGS.

1. WHO WE ARE:

When we refer to "Topgolf Callaway Brands," "we," "our" or "us," it means Topgolf Callaway Brands Corp. and its subsidiaries. Topgolf Callaway Brands Corp.’s headquarters are located at 2180 Rutherford Road, Carlsbad, California 92008, USA. The telephone number is (760) 931-1771. Currently, Topgolf Callaway Brands has subsidiaries in the United States, Canada, Europe, the United Kingdom, Japan, Korea, China, Thailand, Malaysia, Mexico, India, and Australia. Topgolf Callaway Brands includes, among others, the Callaway Golf® brand of products, Odyssey®, and OGIO®. Unless the specific Topgolf Callaway Brands website you are visiting contains its own terms and conditions (for example, https://www.topgolf.com, https://us.jackwolfskin.com, https://www.travisMathew.com), these Rules apply to every website maintained by Topgolf Callaway Brands Corp. and/or its corporate subsidiaries.

2. CHANGES TO SITE:

Topgolf Callaway Brands Corp. reserves the right to revise these Rules at any time by updating this posting; however, any change to these Rules after your last usage of the Site will not be applied retroactively and will not apply to any Claim (as defined in Section 18) that accrued prior to the effective date of the change. Please check back periodically for changes. The Rules were last updated on November 8, 2023. There have been no changes since that date. Your continued use of the Site following the posting of changes to these Rules will mean you accept those changes and that they apply to you.

3. USE OF SITE CONTENT

Topgolf Callaway Brands maintains this Site and its contents for your personal information, entertainment and education. You may view and download material displayed on the Site for your personal, non-commercial use only, provided you retain all copyright, trademark and other proprietary notices contained within the materials. You may not distribute, retransmit, republish, reuse, repost, or use the contents of this Site for public or commercial purposes, without Topgolf Callaway Brands’ prior written permission. You may not alter or interfere with the content or functioning of the Site, or “mirror” any content contained on this Site on any other server. The materials at this Site are copyrighted and any unauthorized use may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes. If you breach any of these Rules, your right to use this Site will terminate automatically.

4. RESTRICTED USE FOR ACCREDITED MEDIA:

Certain pages on this Site (collectively "Restricted Pages"), whether or not password protected, are designated for the exclusive use of accredited members of the media (collectively "Authorized Media Users"). You may not access materials nor download Site content from any of the Restricted Pages unless you are an Authorized Media User.. The photographs, images, designs and other materials contained on the Restricted Pages (collectively "Media Materials") are provided to Authorized Media Users for non-commercial, editorial use in public media only (the "Permitted Use"), subject to the terms and conditions set forth herein. Use of the Media Materials by any other parties or for any other purpose is strictly prohibited without the express written consent of Topgolf Callaway Brands. Topgolf Callaway Brands hereby grants only to Authorized Media Users a non-exclusive, revocable, limited license to use the Media Materials solely for the Permitted Use. Topgolf Callaway Brands reserves all rights not expressly granted. Authorized Media Users shall not (i) remove any copyright, trademark, or patent notice from any of the Media Materials; (ii) reproduce, modify, or distribute to others, any of the Media Materials downloaded from this Site, except to carry out the provisions of the limited license granted above; (iii) sublicense or transfer the Media Materials to any third party; nor (iv) use any of the Material Materials without an appropriate acknowledgement such as "© Topgolf Callaway Brands Corp. Used by permission. All rights reserved.” Topgolf Callaway Brands retains all right, title, and interest in and to the Media Materials contained on this Site, and all copies of the Media Materials, including all copyright and trademark rights therein. Use of any copyrights and/or trademarks owned by Topgolf Callaway Brands inures solely to the benefit of Topgolf Callaway Brands. Upon notice from Topgolf Callaway Brands, Authorized Media Users shall erase all versions of the Media Materials from their computers and discontinue use of such Material Materials. The Media Materials are protected under United States copyright law and other international copyright treaties and conventions. Topgolf Callaway Brands reserves the right, at any time, to withdraw permission to publish or download the Media Materials.

5. COMMUNICATING WITH US

Topgolf Callaway Brands Corp. welcomes your comments. However, please do not send us any creative ideas, original materials, or suggestions relating to products or marketing plans. Any communication or material you transmit to Topgolf Callaway Brands or post to the Site by electronic mail or otherwise, including any personal data, questions or answers, comments, suggestions, or the like, will be treated as non-confidential and non-proprietary, and you hereby grant a non-exclusive license to Topgolf Callaway Brands or its affiliates to use such content (including to modify, transmit, publish, broadcast, publicly perform, publicly display, reproduce, and distribute such content) for any purpose including developing, manufacturing or marketing products, and product or service solicitations. You may not post or transmit to or from the Site any unlawful, threatening, libelous, defamatory, harassing, abusive, obscene, vulgar, pornographic/sexually explicit, or profane material; any other material that is intrusive on another’s privacy, or inappropriate with respect to race, gender, sexuality, ethnicity, or other intrinsic characteristic; or anything that you are under a contractual obligation to keep private or confidential. Notwithstanding the foregoing, these Rules in no way limit your rights under the Consumer Review Fairness Act of 2017 (H.R. 5111).

Testimonials on this Site are unsolicited and are non-representative of all golfers. Topgolf Callaway Brands Corp. has received many testimonials and has selected appropriate testimonials for posting on this Site. We reserve the right to edit testimonials to clarify content and remove objectionable materials, among other things. Testimonials represent the viewpoints and unique experiences of individual golfers with Callaway Golf® products and should not be taken as indications or guarantees of future results of other golfers using the same or similar Callaway Golf® products. Although most Callaway Golf® products are designed to provide optimal performance over a wide range of swing speeds, certain golfers may have a different experience or performance with the same or similar Callaway Golf® product mentioned in these testimonials. Topgolf Callaway Brands Corp. does not represent nor does it warrant that any golfer will or is likely to achieve the same or similar results using these Callaway Golf® products.

6. PRICING

Occasionally, an item offered for sale on our Site may be mispriced. We apologize for these errors and we will correct them when discovered. Callaway reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed and your credit card charged. In the event that your credit card has been charged for the purchase and your order is cancelled, Callaway will issue a credit to your credit card account in the amount of the charge. You should check with your bank or credit card provider to determine when the credit will be posted to your account. All pricing and offers are subject to change without notice.

7. CONTESTS, SWEEPSTAKES AND OTHER INTERACTIVE TRANSACTIONS:

The website may offer you opportunities to vote on certain matters and also to enter contests and sweepstakes. By casting a vote or entering contests or sweepstakes, you signify your agreement to all of the terms set forth on the Site applicable to the balloting, contest or sweepstakes, as well as to the terms set forth in these Rules and in our Privacy Policy. See our Privacy Policy for further information.

8. DISCLAIMER OF WARRANTY:

Topgolf Callaway Brands does not warrant or represent that the content at the Site is accurate, or that the Site’s operation will be error-free or uninterrupted, or that it will be free of viruses or other harmful components. You use the Site at your own risk. Topgolf Callaway Brands does not represent or warrant that your use of materials displayed on this Site will not infringe rights of third parties. Information published at this Site may refer to products, programs or services that are not available in your country. Without limiting the foregoing, the Site is provided "AS IS" and without warranty of any kind, either express or implied, including the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Some jurisdictions may not allow exclusion of implied warranties, so some of the above exclusions may not apply to you.

9. LIMITATION OF LIABILITY:

UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL TOPGOLF CALLAWAY BRANDS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (COLLECTIVELY, "DAMAGES") THAT RESULT FROM THE USE OF OR INABILITY TO USE THIS SITE, NOR SHALL TOPGOLF CALLAWAY BRANDS BE RESPONSIBLE FOR ANY DAMAGES WHATSOEVER THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE WHETHER OR NOT CAUSED BY EVENTS BEYOND TOPGOLF CALLAWAY BRANDS’ REASONABLE CONTROL, INCLUDING ACTS OF GOD, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THIS SITE’S RECORDS, PROGRAMS, OR SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING A NEGLIGENT ACT, WILL TOPGOLF CALLAWAY BRANDS OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE, EVEN IF TOPGOLF CALLAWAY BRANDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES; AS A RESULT, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND THE FOREGOING PARAGRAPH SHALL NOT APPLY TO A RESIDENT OF NEW JERSEY TO THE EXTENT DAMAGES TO SUCH NEW JERSEY RESIDENT ARE THE RESULT OF TOPGOLF CALLAWAY BRANDS’ NEGLIGENT, FRAUDULENT OR RECKLESS ACT(S) OR INTENTIONAL MISCONDUCT..

10. INSTRUCTION OR FITTING INFORMATION:

From time to time, this Site may feature golf tips, practice pointers, fitting information and instructional videos (collectively, the "Instructional Information") from a variety of sources. You are solely responsible for the proper use of the Instructional Information. Topgolf Callaway Brands is not responsible for any physical, emotional or property damages resulting from the use or misuse of such Instructional Information, nor is Topgolf Callaway Brands responsible for the accuracy, reliability, effectiveness or correct use of any Instructional Information that you receive on this Site. You should consult with your physician or other health care professional before beginning any type of exercise or training program or other physical activity.

11. LINKS:

The Site may from time to time display links to other websites or resources sponsored by third parties as a convenience to you. Topgolf Callaway Brands is not responsible or liable for, and does not endorse, the content or operation of such third-party websites, including the advertising, products or other materials on or available from such websites or resources. Various third-party websites may provide links to this Site. We have not reviewed any or all of the third-party websites linked to this Site. We are not responsible for the content of any off-site pages or any other websites linked to this Site. Your linking to this Site, off-site pages or other websites is at your own risk. Note: Anyone linking to Topgolf Callaway Brands website must comply with the Link Guidelines for linking to the Topgolf Callaway Brands Site as well as all applicable laws.

12. COPYRIGHT NOTICES:

The copyright in all content provided on this Site is held by Topgolf Callaway Brands or by the original creator of the content. Except as provided in these Rules, such content may not be reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Topgolf Callaway Brands or the copyright owner. If you are an owner of intellectual property who believes your intellectual property has been improperly posted or distributed via this Site, please notify Topgolf Callaway Brands immediately. See Notice And Procedure For Making Claims Of Copyright Infringement to learn more.

13. TRADEMARKS:

The trademarks, service marks and logos ("Trademarks") used and displayed on this Site are registered and unregistered Trademarks of Topgolf Callaway Brands and others. Nothing on this Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site, without the written permission of the Trademark owner. Topgolf Callaway Brands aggressively enforces its intellectual property rights to the fullest extent of the law. A list of U.S. Trademarks owned by Topgolf Callaway Brands follows. Any questions concerning the use of these Trademarks or whether a Trademark that does not appear on this list is a Trademark of Topgolf Callaway Brands should be referred to the Topgolf Callaway Brands Legal Department at (760) 931-1771.

14. UNITED STATES TRADEMARKS

Topgolf Callaway Brands Trademarks: The following marks and phrases, among others, are our trademarks: Alpha Convoy, Apex, Apex CB, Apex DCB, Apex TCB, Apex Tour, Apex UW, APW, Arm Lock, Backstryke, Batwing Technology, Big Bertha, Big Bertha B21, Big Bertha REVA, Big T, Bird of Prey, Black Series, Bounty Hunter, C Grind, Callaway, Callaway Capital, Callaway Golf, Callaway Media Productions, Callaway Super Hybrid, Callaway X, Capital, Chev, Chev 18, Chevron Device, Chrome Soft, Chrome Soft X, Chrome Soft X LS, Cirrus, Comfort Tech, CUATER, Cuater C logo, Cup 360, CXR, 360 Face Cup, Dawn Patrol, Demonstrably Superior And Pleasingly Different, DFX, DSPD, Divine, Double Wide, Eagle, Engage, Epic, Epic Flash, Epic Max, Epic Max LS, Epic Speed, ERC, ERC Soft, Everyone’s Game, Exo, Cage, Fast Tech Mantle, Flash Face Technology, Flash Face, FT Optiforce, FT Performance, FT Tour, Fusion, Fusion Zero, GBB, GBB Epic, Gems, Golf Fusion, Gravity Core, Great Big Bertha, Great Big Bertha Epic, Grom, Groove- In- Groove Technology, Heavenwood, Hersatility, Hex Aerodynamics, Hex Chrome, HX, Hyper Dry, Hyper-Lite, Hyper Speed Face, I.D. Ball, Jack Wolfskin, Jailbird, Jailbreak, Jailbreak AI Speed Frame, Jailbreak AI Velocity Blades, JAWS MD5, Jaws Raw, Jewel Jam, Kings of Distance, Legacy, Life On Tour, Longer From Everywhere, Lowrider, Luxe, Mack Daddy, Magna, Majestic, MarXman, Mavrik, MD3 Milled, MD4 Tactical, MD5, MD 5 Jaws, Metal-X, Microhinge Face Insert, Microhinge Star, Mission:Ambition, Nanuk, NipIt, Number One Putter in Golf, O OGIO, O Works, Odyssey, Odyssey Eleven, Odyssey Works, Offset Groove in Groove, Ogio, OGIO AERO, OGIO ALPHA, OGIO ARORA, OGIO CLUB, OGIO FORGE, OGIO FUSE, OGIO ME, OGIO PACE, OGIO RENEGADE, OGIO RISE, OGIO SAVAGE, OGIO SHADOW, OGIO XIX, OptiColor, Opti Flex, Opti Grip, Opti Shield, OptiFit, OptiTherm, Opti Vent, ORG 7, ORG 14, ORG 15, Paradym, Paradym X, Paw Print, PRESTIGE 7, ProType, ⋅R, Rainspann, Red Ball, REVA, R-Moto, Renegade, Rig 9800, Rossie, RSX, S2H2, Sabertooth, Shankstar, Shredder, Silencer, SLED, Slice Stopper, SoftFast, Solaire, Speed Cartridge, Speed Regime, Speed Step, Speed Tuned, Steelhead XR, Steelhead, Strata, Stroke Lab, Stronomic, Sub Zero, Superfast, Superhot, Supersoft, Supersoft MAX, SureOut, Swing Suite, Tee Time Adventures, TM, Tank, Tank Cruiser, Tech Series, Teron, Texapore, TMCA, Thermal Grip, Toe Up, TopChallenge, TopChip, TopContender, TopDrive, TopGolf, TopGolf Crush, Topgolf Entertainment Group, TopGolf Media, Topgolf Shield Logo, TopLife, TopPressure, TopScore, TopScramble, TopShot, TopTracer, TopTracer Range, Toulon, Toulon Garage, Tour Authentic, Tour Tested, Trade In! Trade Up!, TRAVISMATHEW, TravisMathew TM logo, Tri Hot, Trionomer Cover, Truvis, Truvis Pattern, Tyro, udesign, Uptown, Versa, VFT, VTEC, W Grind, Warbird, Weather Series, Weather Spann, Wedgeducation, WGT, White Hot, White Hot OG, White Hot Tour, White Ice, WOODE, World's Friendliest, X-12, X-14, X-16, X-18, X-20, X-22, X-24, XACT, X Face VFT, X Hot, X Hot Pro, X² Hot, X Series, X Spann, X Tech, XR, XR 16, XSPANN, Xtra Traction Technology, Xtra Width Technology, XTT, 2-Ball.

15. OUR PRODUCTS:

Topgolf Callaway Brands makes Demonstrably Superior and Pleasingly Different® products sold in more than 70 countries around the world. In addition to trademarks held in the United States, Topgolf Callaway Brands holds trademarks worldwide. Products displayed on this Site can be found at authorized Topgolf Callaway Brands Retail Locations near you, while supplies last. Please connect to our Retail Locator to find the authorized retail location nearest you. We have done our best to display the true colors of the products found on this Site; however, colors may vary due to the settings of your computer monitor.

16. SITE OPERATION:

Topgolf Callaway Brands controls and operates this Site from its headquarters in Carlsbad, California, United States of America and makes no representation that these materials are appropriate for use in other locations. If you use this Site from other locations you are responsible for compliance with applicable local laws. You may not use or export or re-export the materials at this Site or any copy or adaptation in violation of any applicable laws or regulations including U.S. export laws and regulations.

17. GOVERNING LAW:

Except as otherwise set forth in Section 18, these Rules and your use of the Site will be governed by the laws of the State of California, as applied to contracts entered into between California residents and performed in California. Any disputes arising out of these Rules or your use of the Site will be heard only in the state or federal courts located in San Diego County, California, USA, and you hereby consent and submit to the personal jurisdiction of such courts. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 18 and preempts all state laws to the fullest extent permitted by law. If the FAA is determined to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence.

18. BINDING ARBITRATION:

1. NOTICE: PLEASE READ THIS SECTION OF THESE RULES CAREFULLY. IT LIMITS CERTAIN RIGHTS, INCLUDING YOUR RIGHTS TO TRY CLAIMS IN COURT BEFORE A JUDGE OR JURY AND THE RIGHT TO BRING OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE CLAIM OR ACTION.
2. MANDATORY INFORMATION DISPUTE RESOLUTION: If you or Topgolf Callaway Brands have a Claim (defined below), you and Topgolf Callaway Brands agree to make a good faith effort to resolve it informally prior to initiating a formal arbitration proceeding. The party that intends to initiate an arbitration proceeding must first send a notice to the other party that describes the Claim. The notice must include the initiating party’s name and contact information (address, telephone number, and email address) and a detailed description of (1) the nature and basis of the Claim and (2) the nature and basis of the relief sought, with a detailed calculation. Your notice shall be sent by mail to 2180 Rutherford Rd., Carlsbad, CA 92008, Attn: Law Department. You must personally sign the notice. Topgolf Callaway Brands’ notice to you shall be sent to the most recent contact information we have on file for you. If requested by the party that receives the notice, the other party must personally participate in a telephone settlement conference (if a party is represented by counsel, counsel may also participate) to discuss the Claim. If the Claim is not resolved within sixty (60) days after receipt of the notice (which period can be extended by agreement of you and us), you or Topgolf Callaway Brands may commence an arbitration proceeding consistent with the process set forth below. Compliance with and completing this informal dispute resolution process is a condition precedent to filing a demand for arbitration. The statute of limitations and any filing fee deadlines for a formal arbitration proceeding shall be tolled while the parties engage in this informal dispute resolution process. If the sufficiency of a notice or compliance with this informal dispute resolution process is at issue, it may be decided by a court at either party’s election, and any arbitration proceeding shall be stayed pending resolution of the issue. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of a demand for arbitration.
3. AGREEMENT TO ARBITRATE: If we are unable to resolve a Claim through the mandatory informal dispute resolution process, you and Topgolf Callaway Brands agree that, except as set forth below, all Claims between you and us will be resolved entirely through the binding individual arbitration process set forth in this Section. For purposes of this Section, “Topgolf Callaway Brands,” “we,” “our,” and “us” include Topgolf Callaway Brands and its employees, officers, directors, parents, agents, controlling persons, subsidiaries, affiliates, predecessors, acquired entities, successors, and assigns.
4. CLAIMS: “Claims” subject to this Section include all of the following: (1) claims relating to or arising out of these Rules or any prior or later versions of these Rules, as well as any changes to the terms of these Rules; (2) claims relating to or arising out of any aspect of any relationship between you and us; (3) claims relating to or arising out of your access of, use of, or any transactions through, by, or using the Topgolf Callaway Brands Property, including receipt of any advertising, marketing, or other communications from Topgolf Callaway Brands; and (4) claims relating to the interpretation, scope, applicability, or enforceability of these Rules or this Section except as set forth in Section 18(b), Section 18(k), and Section 18(l). Except as provided below, (1) claims are subject to arbitration whether they are based in contract, tort, federal or state statute, constitution, regulation, or any other legal theory, or whether they seek legal or equitable remedies; (2) all claims are subject to arbitration whether they arose in the past, may currently exist, or may arise in the future; and (3) claims include claims or disputes that arose before the parties entered into these Rules or after termination of these Rules.
5. CLAIMS NOT COVERED BY ARBITRATION: Claims filed by you or by us in a small claims court are not subject to arbitration, so long as the dispute remains in such court and advances only an individual claim for relief. Claims filed by you or us in court to enjoin infringement or other misuse of intellectual property rights are also not subject to arbitration. Section 18(k) and Section 18(k) set forth additional claims not subject to arbitration.
6. COMMENCING AN ARBITRATION: Except as set forth Section 18(l), unless the parties agree to select a different arbitration administrator, the arbitration shall be administered by the American Arbitration Association (“AAA“) as follows: under AAA’s Commercial Rules for commercial disputes and under AAA’s Consumer Arbitration Rules for consumers with non-commercial disputes, except as modified by this Section. AAA’s rules may be obtained from www.adr.org or 1-800-778-7879 (toll-free). If AAA is for any reason unable to serve and the parties are unable to agree on an alternative arbitration administrator, then a court of competent jurisdiction shall appoint an arbitration administrator. To commence an arbitration proceeding, you or Topgolf Callaway Brands must send a personally signed demand for arbitration that describes (1) the nature and basis of the Claim(s), and (2) the nature and basis of the relief sought, including a detailed calculation, along with a certification that you or we are party to this Section and completed the informal dispute resolution process referenced above. Your notice shall be sent to 2180 Rutherford Rd., Carlsbad, CA 92008, Attn: Law Department. Topgolf Callaway Brands’ notice shall be sent to the most recent contact information we have on file for you. You or Topgolf Callaway Brands must also contact AAA or chosen arbitration administrator and follow its appropriate procedures to commence the arbitration.
7. ARBITRATION PROCEDURE:
   1. Unless you and we agree otherwise in writing, the arbitration shall be decided by a single, neutral arbitrator, who shall be a retired judge or a lawyer with at least ten years of experience, selected in accordance with the chosen arbitration administrator’s rules.
   2. The arbitrator will decide the Claim or Claims in accordance with the terms these Rules and applicable substantive law, including the FAA, and applicable statutes of limitation. The arbitrator shall honor claims of privilege recognized at law. Except as provided in Section (k) below, the arbitrator may award damages or other relief (including injunctive relief) available to the individual claimant under applicable law.
   3. The arbitrator will take reasonable steps to protect proprietary or confidential information. Any arbitration hearing shall take place in the county in which you reside, unless the parties agree in writing to a different location or the arbitrator so orders. If all Claims are for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing in accordance with the arbitration administrator’s rules. You and a Topgolf Callaway Brands representative shall personally appear (with counsel if you and we are represented) at an initial telephone conference with a case manager before an arbitrator is appointed and at a hearing should one be scheduled by the arbitrator.
   4. At your or our request, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator’s award shall be final and binding except that any party may appeal any award relating to a Claim for more than $100,000 or for injunctive relief to a three-arbitrator panel appointed by the arbitration administrator, which will reconsider de novo any aspect of the appealed award. The panel’s decision will be final and binding. In either event, you or we may seek to have the award vacated or confirmed and entered as a judgment in any court having jurisdiction.
8. ARBITRATION COSTS: Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA rules as set forth above or, if a different arbitration administrator is selected, its rules. If you are a consumer with a non-commercial dispute, we will pay any filing, administration, or arbitrator fees the arbitration administrator requires you to pay if, in a writing signed by you: (1) you claim to be unable to afford it; and (2) you demonstrate that you sought, but were unable to obtain, a waiver of that fee from the arbitration administrator. To the extent allowed by applicable law and our agreements, the arbitrator may award arbitration costs and attorneys’ fees to the prevailing party.
9. JURY WAIVER AND LIMITATION OF RIGHTS: You and we agree that, by agreeing to arbitrate any Claims, the parties are each waiving the right to a trial by jury or a trial before a judge in court (except for matters that may be taken to a court pursuant to this Section). You and we acknowledge that arbitration will limit our legal rights, including the right to participate in a class action, the right to a jury trial, the right to conduct full discovery, and the right to appeal.
10. CLASS ACTION AND REPRESENTATIVE ACTION WAIVER: You and we agree that each may bring Claims against the other only in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless mutually agreed to by you and us, the claims of two or more persons may not be joined, consolidated, or otherwise brought together in the same arbitration. The arbitrator shall have no authority to conduct any class, private attorney general or other representative proceeding. This Section 18(j) does not apply to requests for public injunctive relief, which are addressed in Section 18(k).
11. PUBLIC INJUNCTIVE RELIEF WAIVER: Neither you nor we will have the right to seek public injunctive relief as a remedy for any Claim against one another (a “Public Injunctive Relief Request”) in arbitration, if such a waiver is permitted by the FAA. If such a waiver is deemed unenforceable, you and we agree that the Public Injunctive Relief Request shall be severed from any other Claims and/or remedies you have. The Public Injunctive Relief Request must be adjudicated by a court after all your other Claims to be decided in arbitration under this Section are resolved in arbitration. The validity, enforceability, and effect of this Section 18(k) shall be determined exclusively by a court, and not by any arbitration administrator or arbitrator.
12. ADDITIONAL PROCEDURES FOR MASS ARBITRATION:
    1. If twenty-five (25) or more similar claims of consumers with non-commercial disputes are asserted against Topgolf Callaway Brands by the same or coordinated counsel or are otherwise coordinated (and your Claim is one such claim), you understand and agree that the resolution of your Claim might be delayed. You also agree to the following process and application of the AAA Multiple Consumer Case Filing Fee Schedule and Supplementary Rules.
    2. Counsel for the claimants and counsel for Topgolf Callaway Brands shall each select fifteen (15) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those claims until they are selected to proceed to individual arbitration proceedings as part of the initial bellwether process.
    3. If the parties are unable to resolve the remaining cases after the conclusion of the initial thirty (30) proceedings, the parties shall participate in a global mediation session before a retired judge, and Topgolf Callaway Brands shall pay the mediator’s fee. If the parties are unable to resolve the remaining matters in mediation at this time, each side shall select twenty (20) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. (If there are fewer than forty (40) claims remaining, all shall proceed.) The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of this staged process.
    4. If the parties are unable to resolve the remaining cases after the conclusion of the forty (40) proceedings, the parties shall participate in another global mediation session before a retired judge, and Topgolf Callaway Brands shall pay the mediator’s fee. If the parties are unable to resolve the remaining matters in mediation at this time, this staged process shall continue with one hundred (100) cases proceeding at one time that are selected randomly or by the AAA in staged sets, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. Between staged sets of proceedings, Topgolf Callaway Brands agrees to participate in a global mediation session should your counsel request it in an effort to resolve all remaining claims.
    5. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator unless the parties agree otherwise. The statute of limitations and any filing fee deadlines shall be tolled for Claims subject to this Section 18(l) from the time the first cases are selected for the initial bellwether process until the time your case is selected, withdrawn, or otherwise resolved. A court of competent jurisdiction shall have the authority to enforce this paragraph by enjoining the mass filing or prosecution of arbitration demands against Topgolf Callaway Brands. Should a court of competent jurisdiction decline to enjoin this Section 18(l), you and we agree that your and our counsel shall engage in good faith discussions with the assistance of an arbitrator to devise and implement procedures that ensure that arbitration remains efficient and cost-effective for all parties. Either party may engage with the AAA to address reductions in arbitration fees.
13. GOVERNING LAW: Notwithstanding any other section in these Rules to the contrary, you and we agree that you and we are participating in transactions that involve interstate commerce and that this Section and any resulting arbitration are governed by the FAA. Notwithstanding any section in these Rules to the contrary, to the extent state law applies, the laws of California without regard to conflicts of law principles shall apply. No state statute pertaining to arbitration shall apply.
14. SEVERABILITY: Notwithstanding any Section in these Rules to the contrary, if any provision of this Section 18, except for Section 18(j), is deemed invalid or unenforceable for any reason, it shall not invalidate the remaining portions of this Section. However, if Section 18(j) is deemed invalid or unenforceable in whole or in part, then this entire Section shall be deemed invalid and unenforceable.

19. MISCELLANEOUS:

Except as otherwise set forth in Section 18, if any provision of these Rules is held to be unlawful, void, or for any reason unenforceable, that provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions. These Rules (and the links contained herein) state the entire agreement between the parties relating to use of the Site. The Rules may not be amended except as provided above. The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Unless the context demands otherwise, the word “or” shall have the inclusive meaning identified with the phrase “and/or.” Any reference made in these Rules to a statute or statutory provision shall include any amendments or successors thereto as in effect at the time the particular provision of these Rules is to be given effect, along with any then-applicable rules or regulations promulgated thereunder.

20. FORWARD-LOOKING STATEMENTS:

Statements contained on this Site regarding Topgolf Callaway Brands’ business which are not historical facts are “forward-looking statements” that are based upon information and expectations at the time they were first made or posted. Actual results may differ materially as a result of certain risks and uncertainties. For details concerning these and other risks and uncertainties see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Topgolf Callaway Brands’ most recent financial report (e.g. 10-K or 10-Q) filed with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on such statements which speak only as of the date first made or posted. The Company undertakes no obligation to republish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances that effect such statements.