Terms and Conditions | Topgolf Callaway Brands Corp.

LEGAL TERMS AND CONDITIONS

These Terms and Conditions (“Terms”) have been updated with an Effective Date of July 26, 2024

Welcome to Topgolf Callaway Brands Corp.

Like the game of golf, we have certain rules that you must follow and terms that apply during your visit, which are detailed in these Terms below. Unless otherwise noted, these Terms apply to every website, mobile application, or other interactive feature and online service owned and operated by Topgolf Callaway Brands Corp. that post a link to or include these Terms (the “Sites”). Please read these Terms carefully before beginning your tour, including the mandatory Binding Arbitration Agreement, which requires that disputes are resolved by final and binding arbitration on an individual and not a class‐wide or consolidated basis.

Most of all, have fun while you discover what our Company is all about

WHO WE ARE:

Topgolf Callaway Brands Corp. (NYSE: MODG) is an unrivaled tech-enabled golf company delivering leading golf equipment, apparel and entertainment, with a portfolio of global brands including Topgolf, Callaway Golf, TravisMathew, Toptracer, Odyssey, OGIO, Jack Wolfskin, and World Golf Tour. When we refer to “Topgolf Callaway Brands Corp.,” “Company,” “we,” “our” or “us,” it means Topgolf Callaway Brands Corp. and its subsidiaries, affiliated companies and divisions. Topgolf Callaway Brands Corp.’s global headquarters are located at 2180 Rutherford Road, Carlsbad, California 92008, USA. The telephone number is (760) 931-1771.

ADDITIONAL TERMS:

When using particular services or features of the Sites, in addition to these Terms, a separate guidelines document, payment terms or end user license agreement may apply to your use of that product or feature or service (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

CHANGES TO SITES:

Topgolf Callaway Brands Corp. reserves the right to revise these Terms at any time by updating this posting; however, any material change to these Terms after your last usage of the Sites will not be applied retroactively. We may also provide notice to you in other ways, such as through contact information you have provided. Any changes will be effective immediately upon the posting of the revised Terms unless otherwise specified. Your continued use of the Sites after the effective date of the revised Terms (or such other act as specified in the revised Terms) will constitute your consent to those changes to the fullest extent allowed by applicable law. However, the Company will provide notice and obtain your consent (which may be opt-out consent) to the new Terms if required. Note that you may need to consent to our new Terms in order to use our Sites and services.

ACCOUNT REGISTRATION AND MEMBERSHIP:

Certain areas and features of the Sites may require registration with the Company or a third party, or may otherwise ask or require you to provide information to participate. When you choose to provide information to the Sites, you agree to provide only true, accurate, current, and complete information. If you submit personal information to Topgolf Callaway Brands Corp. to register for an account with the Company or to otherwise participate in any services offered by the Company on the Sites, that information will be governed by the Privacy Policy. If you register with us, you agree you will not sell or otherwise transfer your membership or any membership rights.

Topgolf Callaway Brands Corp. reserves the sole right (but is under no obligation) to update, modify, replace, or alter any of the Sites, in whole or in part, from time to time without any liability to you. You acknowledge that the Company may, in its sole discretion, cease to operate the Sites or features within the Sites at any time and without any liability to you.

Topgolf Callaway Brands Corp. reserves the right to modify, suspend, terminate, or restrict your use of any portion of the Sites or otherwise deny you access, in its sole discretion, at any time, and to the extent permitted by applicable law, without notice. We shall not be liable to you or to any third-party for any cancellation, termination, suspension or discontinuance of the Sites or your account. You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Sites. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Sites, including, without limitation, those governing your transmission or use of any software or data.

OWNERSHIP AND LIMITATIONS ON USE OF INTELLECTUAL PROPERTY:

Unless otherwise explicitly stated, Topgolf Callaway Brands Corp. and its subsidiaries or affiliates, either own or license the trademarks used on the Sites, the products offered on the Sites, the appearance and content of the Sites, the technology used to provide the Sites, and all materials that are included in or are otherwise a part of the Sites, including past, present, and future versions, domain names, the underlying HTML, source and object code and the “look and feel” of the Sites, including text, images, audio clips, video clips, software and other content (collectively, the “Site Content”). Site Content is protected from unauthorized use, copying and dissemination by intellectual property laws, including copyright, trademark, patent, and other laws, rules, regulations and treaties. You must comply with all such laws. As between you and us, we retain all right, title and interest in and to the Site Content. The Company will aggressively enforce its intellectual property rights to the fullest extent of the law.

Except as provided in these Terms, Topgolf Callaway Brands Corp. prohibits the copying, redistribution, modification or public display of any Site Content without its express written permission.

Topgolf Callaway Brands Corp. claims neither ownership in, nor any affiliation with, any third‐party trademarks appearing on the Sites. Such third‐party trademarks are used only to identify their respective owners, and no sponsorship or endorsement on the part of the Company should be inferred from the use of these marks.

YOUR LIMITED LICENSE TO USE OF SITE CONTENT:

Topgolf Callaway Brands Corp. maintains the Sites and contents for your own use, entertainment and education. Topgolf Callaway Brands Corp. grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to view and play Site Content, except as may be specifically restricted by purchase or similar requirements. The license is subject to your full compliance with the Terms.

You may view and download material displayed on the Sites for your personal, non-commercial use only, subject to the following provisions: (i) you retain all copyright, trademark and other proprietary notices contained within the materials; (ii) you may not distribute, retransmit, republish, reuse, repost, or use the contents of the Sites for public or commercial purposes, without the Company’s prior written permission; (iii) you may not alter or interfere with the content or functioning of the Sites, or "mirror" any content contained on the Sites on any other server; (iv) you must not use the Site Content in a manner that suggests an association with Topgolf Callaway Brands Corp. or any of the Company’s products, services or brands; (iv) you must not copy or adapt any object code associated with the Sites or reverse engineer, modify, or attempt to discover any source code associated with the Sites, nor allow or assist any third party to do so (whether or not for your benefit); (v) you must not use the Site Content for any use other than personal, educational, and non-commercial and will not redistribute, broadcast, or copy it to any other media; and (vi) you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Site Content (except as may be a result of standard search engine or Internet browser usage).

The materials at the Sites 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 Terms, your right to use the Sites will terminate automatically.

Except as expressly detailed in these Terms, nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, trademark, copyright or other intellectual property right of Topgolf Callaway Brands Corp. or any third party.

USER CONTENT:

The Sites may provide you the ability to submit content to us or post content publicly on the Sites (including, without limitation, photographs, videos, recipes, reviews, testimonials, promotion entries, writings, pictures, data, questions, answers, comments, and suggestions)(collectively, “User Content”).

Except as otherwise described in the posted Privacy Policy or other agreement on the Sites where you provide your User Content, you agree that your User Content will be treated as non‐confidential and non‐proprietary and will not be returned.

You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Topgolf Callaway Brands Corp. the license below. Upon the Company’s request, you will furnish Topgolf Callaway Brands Corp. any documentation, substantiation or releases necessary to verify your compliance with these Terms.

You agree that we may, at any time, without restriction, edit, copy, publish, reproduce, translate, distribute, share, and otherwise use in any medium any User Content without your further permission. We are and shall be under no obligation (1) to pay compensation for any User Content; or (2) to respond to any User Content.

Topgolf Callaway Brands Corp. is not responsible for the substance of any User Content and such User Content does not necessarily reflect the views of Topgolf Callaway Brands Corp.. We may, but are under no obligation to, monitor, edit or remove User Content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms. We may remove or refuse to post any User Content for any reason in our sole discretion.

You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to Topgolf Callaway Brands Corp.

You retain any ownership you have in your User Content, but you acknowledge that Topgolf Callaway Brands Corp. must have a license from you in order to accept your User Content. Accordingly, you grant to the Company a non-exclusive unrestricted, worldwide, irrevocable, perpetual, transferable and royalty-free license (but not obligation) to host, use, copy, distribute, display, perform, modify, translate, store or otherwise exploit all or any portion of your User Content for any purpose whatsoever in all formats, on or through any media, technology or device now known or hereafter developed.

You agree that Topgolf Callaway Brands Corp. is free to use any ideas or concepts contained in any User Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services, and creating informational articles, without any payment of any kind to you. You authorize the Company to publish your User Content in a searchable format that may be accessed by anyone. This may include User Content that you submit through our accounts on social media websites (e.g., Facebook, Instagram, Twitter, and Pinterest). To the fullest extent permitted, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

You agree that Topgolf Callaway Brands Corp. has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ rights to your User Content. Topgolf Callaway Brands Corp. will not have any obligation to you with regard to User Content and the Company may or may not monitor, display, or accept your User Content and may delete it at any time. You are solely responsible for any User Content you submit and its accuracy. We take no responsibility and assume no liability for any User Content posted by you or any third-party.

User Interactions and Disputes:

You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

Acceptable Use Policy: Community Rules:

When you contribute, upload or otherwise provide User Content to the Sites, you agree to comply with the following Community Rules (“Rules”):

User Content must be yours. All User Content must be original with you, not copied from someone else's work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you permission to upload and distribute the User Content on the Site and elsewhere.
No pictures or images of anyone without permission. If you choose to upload photos to the Sites, link to embedded videos, or include other images of real people, make sure you have their express permission to post it. If any of the people pictured are minors, you must obtain their parent or guardian’s express permission to have their image and name used by us. Before obtaining their permission and sharing the photo with us, send them a copy of or a link to these Terms. Please see our Image Use Agreement for additional terms related to use of images you submit: https://www.callawaygolf.com/customer-service?fid=legal&cid=image-use-agreement
Don't upload third party materials without permission. Your User Content should not contain any visible logos, phrases or trademarks or other third party materials without permission. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.
No access‐restricted content. Your User Content may not include content that contains restricted or password only access pages, or hidden pages or images.
No music. Your User Content may not contain any music unless the work and performance is original to you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.
Keep it relevant. Your User Content should relate to the content on the Sites and should be intended to add to the discussion and community on the Site.
Please follow codes of social decency. Express yourself with non-offensive individual self-expression. Be respectful of others' opinions and comments so we can continue to build a community for everyone to enjoy. If you think your User Content might offend someone, chances are it probably will and it doesn't belong on the Site. Cursing, flaming, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, ethnicity, gender, sexual orientation or physical handicap or other intrinsic characteristics or that are unlawful, threatening, libelous, defamatory, slanderous, intrusive on another’s privacy, harassing, abusive, vulgar, indecent, obscene, pornographic or sexually explicit or profane.
Do not post User Content to the Sites for commercial purposes. Your User Content may not advertise or promote a product, service, or promotions (like contests or sweepstakes) except those provided by us on the Sites. You may not use your User Content to raise money for anyone or for a pyramid or other multi‐tiered marketing scheme. You may not engage in any activities that solicit passwords or personal information from other users for commercial or unlawful purposes.
Do not upload User Content that is inappropriate or illegal. You may not submit any User Content that might be harmful to minors or any others. Your User Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your User Content, don't upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.
No violence. Your User Content may not promote violence or describe how to perform a violent act.
Be honest and do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company. You may not use a false e-mail address or otherwise mislead us or third‐parties as to the origin of any User Content.
Reviews. Any reviews you post must reflect your true and honest experience with us and our products.
Public forum. We hope that you will use the Sites to exchange information and content and have discussions with other members. However, please remember that you are submitting User Content to a public forum and User Content that you post will be accessible and viewable by other users. Do not post personal information (e.g., full name, password, phone number, address, e‐mail address or other personally identifiable information or contact information).
Don't share other people's personal information. Your User Content may not reveal another person's address, phone number, e‐mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.
Don't damage the Sites or anyone's computers. User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Site or any computer system or device.

In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.

Prohibited Activities and Content:

In addition to other prohibitions set forth in these Terms, the following is a partial and nonexclusive list of the kinds of activities and content that are prohibited on or through the Sites. You are prohibited from using the Sites or its content.

For any unlawful purpose;
To solicit others to perform or participate in unlawful acts;
To violate any international, federal, provincial/territorial or state regulations, rules, laws, or local ordinances;
To engage in any activity that might be harmful to minors or others;
To infringe upon or violate our intellectual property rights or the intellectual property rights of others;
To harass, abuse, insult, harm, defame, slander, disparage, threaten, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
To submit false or misleading information;
To transmit “junk mail” or unsolicited mass mailing or “spam”;
To upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality, security or operation of the Sites or any related websites or the Internet;
To collect or track the personal information of others.

You agree that you will not: (a) use any robot, spider, other automatic device or manual process to monitor or copy web pages of the Sites or for any other unauthorized purpose without our prior expressed written permission; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites; and (c) take any action that imposes an unreasonable or disproportionately large load on the Company’s hardware and software infrastructure. We reserve the right to terminate your use of the Sites for violating any of the prohibited uses or any other provisions of the Terms.

RESTRICTED USE FOR ACCREDITED MEDIA:

Certain pages on the Sites (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 Media 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 Corp. The Company hereby grants only to Authorized Media Users a non-exclusive, revocable, limited license to use the Media Materials solely for the Permitted Media Use. Topgolf Callaway Brands Corp. 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 the Sites, 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 Corp. retains all right, title, and interest in and to the Media Materials contained on the Sites, 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 Corp. inures solely to the benefit of Topgolf Callaway Brands Corp. Upon notice from Topgolf Callaway Brands Corp., 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 Corp. reserves the right, at any time, to withdraw permission to publish or download the Media Materials.

COMMUNICATING WITH US:

Topgolf Callaway Brands Corp. welcomes your comments. However, please do not send us any unsolicited creative ideas, original materials, or suggestions relating to products or marketing plans. You acknowledge that Topgolf Callaway Brands Corp. may be working on or developing material similar or the same in nature and that Topgolf Callaway Brands Corp. may have received similar or the same intellectual property rights from another party. Topgolf Callaway Brands Corp. shall not be responsible for the similarity of any of its content or programming in any media to materials or ideas transmitted to the Sites. Topgolf Callaway Brands Corp. owes you no obligation connected to your submissions unless you and the Company enter a written agreement to that effect. Any discussion or negotiations between you and Topgolf Callaway Brands Corp. regarding your submissions does not constitute recognition of the novelty or originality of your submission. Notwithstanding the foregoing, these Terms in no way limit your rights under the Consumer Review Fairness Act of 2017 (H.R. 5111).

Testimonials on the Sites including on the Brand Sites (described below) are unsolicited and are non-representative of all golfers, users and/or consumers. Topgolf Callaway Brands Corp. reserves 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, users and/or consumers with the Company’s products and services and should not be taken as indications or guarantees of future results of other golfers, users and/or consumers using the same or similar Company products. Although most of our products are designed to provide optimal performance over a wide range of conditions, certain golfers, users and/or consumers may have a different experience or performance with the same or similar product mentioned in a testimonial. Topgolf Callaway Brands Corp. does not represent nor does it warrant that any golfer, user and/or consumer will or is likely to achieve the same or similar results as others using these products as mentioned in testimonials.

PRICING AND PRODUCT INFORMATON:

Our Company’s portfolio of global brands includes Topgolf, Callaway Golf, TravisMathew, Toptracer, Odyssey, OGIO, Jack Wolfskin, and World Golf Tour. Each of those brands has their own brand website (collectively, “Brand Sites”). The Brand Sites may contain pricing information on certain Company products. While we strive to provide accurate pricing and other product information, occasionally, errors may occur. In the event that an item is listed at an incorrect price or other incorrect information, we reserve the right in our sole discretion to revoke any stated offer and to correct any errors, inaccuracies or omissions, and to change or update information (including, without limitation, information related to pricing, availability and product descriptions), at any time without notice (including, without limitation, 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, we 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. We shall not be liable to you or to any third-party for any price changes or errors. Unless otherwise stated, for users viewing the Brand Sites from the United States prices on the Brand Sites are in United States dollars.

Additional terms and conditions may apply to purchases of products or services and to specific portions or features of our Brand Sites, including contests, promotions or other similar features, all of which terms are made a part of these Terms by this reference. You agree to abide by such other terms and conditions, including where applicable representing that you are of the legal age to use such products and/or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of our Brand Sites or for any product or service offered on or through the Brand Sites, the latter terms shall control with respect to your use of that portion of the Brand Sites or the specific product or service.

Topgolf Callaway Brand Corp.’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on our Sites should be construed to alter such agreements.

CONTESTS, SWEEPSTAKES AND OTHER INTERACTIVE TRANSACTIONS:

The Brand Sites may offer you opportunities to vote on certain matters and also to enter contests and sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration, or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable contest, sweepstakes, or other promotion. By casting a vote or entering contests or sweepstakes, you signify your agreement to all of the terms set forth on the Brand Sites applicable to the balloting, contest or sweepstakes, as well as to the terms set forth in these Terms and in our Privacy Policy. See our Privacy Policy for further information.

DISCLAIMER OF WARRANTY; WAIVER:

To the fullest extent permissible by applicable law, except as otherwise expressly provided in our Additional Terms, including our product warranties set forth on the applicable Brand Site, Topgolf Callaway Brands Corp. and its subsidiaries, affiliates, directors, officers, employees, agents, contractors, interns, suppliers, vendors, service providers, licensors, or other representatives of each of them (collectively, “Company Parties”) do not make any warranties, representations, endorsements, or conditions of any kind whatsoever, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, durability, title, custom, trade, quiet enjoyment, system integration, freedom from computer virus, or non-infringement, and as to quality, availability and subject matter of content, as to: (1) the Sites or Site Content, (2) products and services sold by the Company (except as otherwise expressly provided in our Additional Terms, including our product warranties set forth on the applicable Brand Site), (3) User Content; and/or (4) security associated with the transmission of information to the Company or via the Sites.

Although Topgolf Callaway Brands Corp. uses reasonable efforts to ensure that all software provided at the Sites is suitable for use on a wide variety of computer systems, you should take reasonable and appropriate precautions to scan for computer viruses and ensure compatibility of the software with your specific computer system. To the fullest extent permissible by applicable law, the Company Parties disclaim all warranties: (1) that the Sites will meet your requirements; (2) that the Sites or access to them will be uninterrupted, timely, secure, or free of errors or omissions; (3) that defects will be corrected; (4) that the Sites or the servers hosting them will be free of viruses, other harmful code or components; or (5) that the Sites or its content will continue to be available. You agree that from time to time we may disable the Sites for indefinite periods of time or shut down the Sites at any time, without notice to you. The Company Parties shall have no liability for any such issues.

Your access to, use of, and/or participation in the Sites, or inability to access, use, or participate, is solely at your own risk. Topgolf Callaway Brands Corp. does not represent or warrant that your use of materials displayed on the Sites will not infringe rights of third parties. Information published at the Sites may refer to products, programs or services that are not available in your country. Without limiting the foregoing, and to the fullest extent permitted by applicable law, the Sites, Site Content, and all products and services sold by the Company (except as otherwise expressly provided in our Additional Terms, including our product warranties set forth on the applicable Brand Site) are provided “AS IS”, “as available,” and “with all faults”.

If you are dissatisfied with the Sites, your sole and exclusive remedy is to discontinue accessing and using them. By accessing or using the Sites, you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Sites. The Company Parties do not warrant that your use of the Sites is lawful in any particular jurisdiction, and the Company Parties specifically disclaim such warranties.
Some jurisdictions may not allow exclusion of implied warranties, so some of the above exclusions may not apply to you.

LIMITATION OF LIABILITY; WAIVER:

To the maximum extent permitted by applicable law, you agree that under no circumstances, including negligence, shall the Company Parties be liable to you or anyone else for any injury, loss, claim, or direct, indirect, incidental, special, punitive, or consequential damages (collectively, “Damages”) that result from the use of or inability to use the Sites, nor shall the Company Parties 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 Brand Corp.’s reasonable control, including but not limited to acts of god, communications line failure, theft, destruction, or unauthorized access to the Sites’ records, programs, or services. under no circumstances, including but not limited to a negligent act, will the Company Parties be liable for any Damages of any kind that result from the use of, or the inability to use, the Sites, even if the Company Parties have been advised of the possibility of such damages. In no event will the Company Parties total liability to you for all damages, losses or causes or actions exceed the amount paid by you, if any, to Topgolf Callaway Brands Corp. for a product or service ordered through the Sites or, in the event there has been no amounts paid, the amount of ten United States dollars ($10.00). The prior limitation on damages is not intended to limit the Company Parties’ obligation to pay prevailing party costs or fees if recoverable pursuant to applicable law. The limitations set forth in this section will not limit or exclude the Company Parties’ liability for personal injury or property damage caused by the Company Parties, or for the Company Parties’ gross negligence, fraud or intentional, willful, malicious or reckless misconduct.

By using the Sites, you hereby release the Company Parties from any and all claims, damages or losses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, that you may have against them arising out of or in any way relating to the Sites.

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 the Company’s negligent, fraudulent or reckless act(s) or intentional misconduct.

By accessing the Sites, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and expressly waive, the benefits of section 1542 of the Civil Code of California, and any similar law of any state or territory which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

INDEMNIFICATION:

To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold the Company Parties harmless from and against any and all claims, demands, costs, investigations, liabilities, judgments, settlements and expenses, including reasonable attorneys’ fees, made by any third party, due to or, directly or indirectly, arising out of or directly or indirectly related to: (A) your User Content; (B) your use of the Sites or activities in connection with the Sites; (C) your breach of these Terms or the documents they incorporate by reference or anticipatory breach; (D) your violation of any laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (E) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, moral or artist rights, trade secret, trade dress, patent, publicity, privacy or other rights of any person or similar matter; (F) any misrepresentation made by you; or (G) the Company Parties’ use of your information as permitted under these Terms, the Privacy Policy, or any other written agreement between you and Topgolf Callaway Brands Corp. The Company Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Company Parties.

TERMINATION:

If you violate any of these Terms, your authorization to use the Sites automatically terminates and you must immediately destroy any downloaded or printed Site Content. We reserve the right to immediately terminate your access to or registration on the Sites, remove material from the Sites, take other remedial actions, and seek any remedies permitted by law. The obligation and liabilities of the parties prior to termination shall survive the termination of this agreement for all purposes.

We also reserve the right to investigate suspected violations of these Terms, including, without limitation, any violation arising out of any emails you send to the Sites or us. Any violation of these Terms may be referred to law enforcement authorities. We will cooperate fully with any law enforcement officials and/or agencies in the investigation of any person or persons who violate the Terms.

ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION:

The Sites have been developed by Topgolf Callaway Brands Corp. to provide you with information about the Company’s profile, products and services. The information on the Sites may become out of date over time.

From time to time, the Sites 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 Corp. is not responsible for any physical, emotional or property damages resulting from the use or misuse of such Instructional Information, nor is the Company responsible for the accuracy, reliability, effectiveness or correct use of any Instructional Information that you receive on the Sites. You should consult with your physician or other health care professional before beginning any type of exercise or training program or other physical activity.

We are not responsible if information made available on the Sites is not accurate, complete, or correct.

THIRD PARTY LINKS:

The Sites may from time to time display links to other third party websites or resources as a convenience to you. Topgolf Callaway Brands Corp. is not responsible or liable for, and does not endorse, the content or operation of such third-party websites, including but not limited to the advertising, products or other materials on or available from such websites or resources. Various third-party websites may provide links to the Sites. We have not reviewed any or all of the third-party websites linked to the Sites. We are not responsible for the content of any off-site pages or any other websites linked to the Sites.

Your linking to the Sites, off-site pages or other websites is at your own risk. Note: Anyone linking to Topgolf Callaway Brands Corp. Sites must comply all applicable law and with the Link Guidelines at https://www.callawaygolf.com/customer-service?fid=legal&cid=legal-linking-guidelines for linking to the Sites.

When you purchase our Company’s products through a third-party store, your billing relationship will be with the third party and additional terms imposed by the third party may apply to your purchase.

Neither the Company Parties nor their service providers are responsible for the practices of any third parties. Your correspondence and business dealings with third parties found through the Sites, including, without limitation, the payment and delivery of products and services, and any terms, conditions, warranties and representations associated with any such dealings, are solely between you and the third party. You acknowledge and agree that the Company Parties are not liable for any loss or damage which may be incurred by you as a result of your interaction with any third party.

SOCIAL DISTRIBUTION:

Topgolf Callaway Brands Corp. may allow you – but only through express written permission – to engage in certain personal uses of Site Content that include the ability to share Site Content with others (“Social Distribution”). For example, the Sites may allow you to send Site Content to friends, display Site Content on your personal web site or post Site Content on a third-party web site. You understand that only Topgolf Callaway Brands Corp. can make claims, promises or statements on behalf of Topgolf Callaway Brands Corp. about its products and services and you agree not to do so. You also agree that you will not imply that you and Topgolf Callaway Brands Corp. are affiliated in any way or that Topgolf Callaway Brands Corp. approves of your comments. We reserve the right to revoke our permission for Social Distribution at any time and for any reason and you agree to immediately cease Social Distribution upon notice of revocation and to comply with any terms we post in connection the Social Distribution of Site Content.
NOTICE TO THIRD PARTY SITES: Any Site Content made available in connection with your web page, social networking site, or otherwise, third party widgets or otherwise is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that you cease any use of our Site Content upon notice.

COPYRIGHT NOTICES:

Except as provided in these Terms, content on the Sites may not be reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Topgolf Callaway Brands Corp. or the copyright owner. If you are an owner of intellectual property who believes your intellectual property has been improperly posted or distributed via the Sites, please notify the Company as described below.

Reporting Claims of Copyright and Other Intellectual Property Infringement:

You may not use the Sites for any purpose or in any manner that infringes the rights of any third party. Topgolf Callaway Brands Corp. encourages you to report any content on the Sites that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. It is our policy to expeditiously respond to clear, legally valid notices of copyright infringement that comply with the criteria established by Section 512(c)(3) of the Digital Millennium Copyright Act (“DMCA”).

It is also our policy, in appropriate circumstances, to disable and/or terminate the accounts of users who are repeat infringers.

If you believe any materials on the Sites infringe your copyright, you may submit a notification by providing Topgolf Callaway Brands Corp.’s Designated Copyright Agent with the following information in writing or via email:

Your physical or electronic signature.
A description of the copyrighted work that you claim has been infringed.
A description of where on the Sites the material you claim is infringing may be found, sufficient for the Company to locate the material (e.g., the URL).
Your name, address, phone number and email address (if any).
A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law.
A statement that the information in your notice is accurate and, UNDER PENALTY OF PERJURY, that you are the copyright owner or authorized to act on the copyright owner's behalf.

Our designated copyright agent to receive DMCA Notices is:
Law Department
Topgolf Callaway Brands Corp.
2180 Rutherford Road
Carlsbad, CA 92008
Phone: 760‐931‐1771
Email: claiminfringement@callawaygolf.com

Other Intellectual Property. If you believe that any content on the Sites violate your exclusive rights other than copyrights, please provide Topgolf Callaway Brands Corp. at least the following information: (a) your physical or electronic signature; (b) identification of the material that you claim is infringing your exclusive rights and information reasonably sufficient to permit us to locate the material; (c) an explanation of the exclusive rights that you own/have and why the you believe the content infringes those rights, sufficient for us to evaluate the complaint; and (d) accurate contact information for you. Please send your complaint regarding content on the Sites to: claiminfringement@callawaygolf.com.

We suggest that you consult your legal advisor before filing a notice with our copyright agent, because there may be penalties for false claims.

We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers. It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If we request additional information necessary to make your DMCA notice complete, please provide that information promptly. If you fail to comply, your DMCA notice may not be processed further. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

A copy your notice, including any contact information provided, may be provided to third parties, including the complainant or the user who posted the content being reported.

TRADEMARKS:

The trademarks, service marks and logos (“Trademarks”) used and displayed on the Sites are registered and unregistered Trademarks of Topgolf Callaway Brands Corp. and others. Nothing on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Sites, without the written permission of the Trademark owner. Topgolf Callaway Brands Corp. aggressively enforces its intellectual property rights to the fullest extent of the law. A list of U.S. Trademarks owned by Topgolf Callaway Brands Corp. 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 Corp. should be referred to the Company’s Law Department at (760) 931‐1771.

TRADEMARKS:

Beyond the Fairway®, Big Bertha®, Backstryke®, Bring the Heat on Every Swing™, Callaway®, Callaway-Connect®, Callaway Golf®, Callaway Golf Performance Center®, Callaway Golf X Series®, Callaway Your Way®, Callaway Golf X Series®, Chev®, Chev-18®, C-Tech®, Demonstrably Superior and Pleasingly Different®, Drives Hot. Stops Cold™, Extreme Distance. Extreme Adjustability™, Extreme Distance. Extreme Versatility™, Fast Tech Mantle™, Fusion®, Game Series®, Gems®, Ginty®, Go Mode™, Great Big Bertha®, Hawk Eye®, Heavenwood®, HEX Aerodynamics®, HEX Chrome®, HEX Diablo™, HEX Hot™, HEX Solaire™, HEX Warbird™, How Golf Should Feel®, Hyper X®, HX®, ICT®, Legacy®, Mobile Caddie®, My Callaway®, Odyssey®, OptiFit®, Org.14®, Outrageous Ball Speed. Explosive Distance™, Pearluminious Finish™, PRO CALIBER®, Pro Distance, Pro Playability™, Pro Vent®, Rainsport®, s-Tech Core ™, S2H2®, Shopping Spree®, Softfeel®, Soft Trionomer Cover™, Speed Frame™, Steelhead®, Tech Series®, This Bird Will Fly™, Tour Authentic®, Trade In! Trade Up!®, Trionomer Cover™, uPro®, VFT®, War Bird®, Warbird®, Warmsport®, White Hot®, White Ice®, Wicked Distance. Incredible Feel.™, Windsport®, World's Friendliest®, X-12®, X-14®, X-16®, X-18®, X-20®, X-20 Tour®, X-22™, X-Forged®, X Hot™, XJ Series®, X Series®, X Series Dry®, X-SPANN®, XTT®, XTT-XTREME®, X-Tour™, Xtra Traction Technology®, XWT®, Xtra Width Technology®, You Can't Argue With Physics®.

AVAILABILITY OF PRODUCTS AND SERVICES:

Availability of products on the Brand Sites are subject to change without notice. Many of the products displayed on the Brand Sites may be found at authorized Company Retail Locations near you, while supplies last. Please connect to our Retail Locator on the applicable Brand Site to find the authorized retail location nearest you.

We have made reasonable efforts to display accurate images of the products found on the Sites; however, we cannot guarantee that your computer monitor’s display of any images will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on the Sites is void where prohibited.

Full use of certain products and services, including remote access and mobile notifications, is dependent on, among other things, the transmission of data through your WiFi network, enabled wireless device (such as a phone or tablet), Internet access, and use of a device with compatible software. The functionality of your device may influence performance of the Sites and our products and services, and it is your responsibility to ensure your device’s functionality and compatibility with our Sites. You are responsible for all Internet access charges. Please check with your Internet provider for information on possible Internet data usage charges.

Except as otherwise expressly provided in our Additional Terms, including our product warranties set forth on the applicable Brand Site, we do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Sites will be corrected. Please read Disclaimer of Warranty; Waiver.

ACCURACY OF BILLING AND ACCOUNT INFORMATION:

We reserve the right to refuse any order or any part of any order you place with us on our Brand Sites. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. Further, we reserve the right to verify the validity of all orders and cancel any order if we find evidence of fraud, tampering and/or any other violation of these Terms. We reserve the right, in our sole and absolute discretion, to require proof of identity (in a form acceptable to us): (i) for the purposes of verifying the legitimacy of any order and/or other information; and/or (ii) for any other reason we deem necessary, in our sole and absolute discretion, for the purposes of fulfilling an order in accordance with our interpretation of the terms and conditions of these Terms.

You agree to provide current, complete and accurate purchase and account information for all purchases made at the Brand Sites. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

E‐COMMERCE:

Sales transactions on the Brand Sites are subject to these Terms and the specific terms and conditions set forth on the applicable Brand Sites. You agree to pay all applicable fees and taxes. Applicable tax will also be applied to the shipping and handling, return shipping and other charges. Taxes may depend on delivery location. You will be billed for your order at the time your order is placed. We may use one or more third parties to process your payment information when you make a purchase on the Brand Sites. The payment processor may depend on the payment method you select. Additional terms and conditions imposed by the third party processor may apply.

MOBILE FEATURES:

The Sites may offer features that are available to you via your mobile phone or other mobile device. These features may include the ability to connect your Company product to a Company or third‐party application, access content and features, or otherwise access features of the Sites (collectively, “Mobile Features”). We may serve you some or all of our Mobile Features through an application that is owned and operated by a third‐party developer. Message and data rates and other carrier fees may apply. Fees and charges will appear on your mobile device bill or be deducted from your pre‐paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt‐out of Mobile Features will be disclosed in connection with Mobile Features. For example, the instructions may require you to text a keyword (e.g. “STOP”) to the applicable short code for the Mobile Feature.

You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding the Company or other parties. Further, we may collect information related to your use of the Mobile Features as described in our Privacy Policy. If you have registered for Mobile Features, you agree to notify us of any changes to your mobile number and update your account(s) on the applicable Sites to reflect this change.

LOCATION OF THE SITES AND TERRITORIAL RESTRICTIONS:

Except as otherwise set forth on a Brand Site, Topgolf Callaway Brands Corp. controls and operates the Sites from its headquarters in Carlsbad, California, United States of America. The information provided on the Sites are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or would subject the Company to any registration requirement within such jurisdiction or country. Topgolf Callaway Brand Corp. makes no representation that these materials are appropriate for use in other locations. We reserve the right to limit the availability of the Sites or any portion of the Sites to any person, geographic area, or jurisdiction, at any time and in our sole discretion. If you use the Sites from other locations you are responsible for compliance with applicable local laws.

Software related to or made available by the Sites may be subject to United States export controls. Thus, no software from the Sites may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods or that has been designated by the U.S. government as “terrorist supporting”; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (c) to any country or individual in a manner prohibited under the export control laws of the United States or Canada. By downloading any software related to the Sites, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

GOVERNING LAW:

Except as otherwise provided in the Arbitration Agreement, these Terms and your use of the Sites 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 Terms or your use of the Sites not subject to the Arbitration Agreement 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 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.

BINDING ARBITRATION AGREEMENT:

As part of these Terms of Use, you and Topgolf Callaway Brands Corp. each agree as follows (the “Arbitration Agreement”).

a. 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 TO THE MAXIMUM EXTENT PERMITTED BY LAW.

b. MANDATORY INFORMAL DISPUTE RESOLUTION: If you or Topgolf Callaway Brands Corp. have a Claim (defined below), you and Topgolf Callaway Brands Corp. 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 Corp. 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.

c. AGREEMENT TO ARBITRATE: If we are unable to resolve a Claim through the mandatory informal dispute resolution process, you and Topgolf Callaway Brands Corp. 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 to the maximum extent permitted by law. 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.

d. CLAIMS: “Claims” subject to this Section include all of the following: (1) claims relating to or arising out of these Terms or any prior or later versions of these Terms, as well as any changes to the terms of these Terms; (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 the Site, 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 Terms or this Section except as set forth in Section (b), Section (k), and Section (l). Except as provided below, (1) all claims and issues 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 Terms or after termination of these Terms to the maximum extent permitted by law.

e. 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 (k) set forth additional claims not subject to arbitration.

f. COMMENCING AN ARBITRATION: Except as set forth Section (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 Terms 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. The notice shall include an original personal signature of the party seeking arbitration. If represented by legal counsel, the notice shall also include an original personal signature of any legal counsel. An original personal signature is intended to certify that the Claim is: (i) warranted by existing law; (ii) supported by good-faith factual and legal contentions; and (iii) not being brought for an improper purpose, including to increase the costs to litigate or harass the other party. The original personal signature by the party seeking arbitration shall also verify under penalty of perjury that the statements contained in the Claim are true and correct. 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.

g. ARBITRATION PROCEDURE:

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.
The arbitrator will decide the Claim or Claims in accordance with the terms these Terms and applicable substantive and procedural 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.
The parties may file such dispositive or other motions as would be permitted by the Federal Rules of Civil Procedure. Upon the filing of a motion, the arbitrator may stay all further actions and deadlines in the arbitration until deciding such motion is decided in the interest of arbitral economy and efficiency.
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.
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 shall not have authority to commit errors of law or legal reasoning. The arbitrator’s award shall be final and binding except that any party may appeal any award: (1) relating to a Claim for more than $100,000 or for injunctive relief; or (2) any award that is based on an error of law or legal reasoning, 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. If the arbitrator(s) find(s) that a party’s claim, counterclaim, or appeal is frivolous or brought for an improper purpose, the arbitrator shall award the opposing party its reasonable attorneys’ fees, costs, and expenses, including but not limited to any amounts charged by the arbitration administrator.

h. 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.

i. 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.

j. 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 to the maximum extent permitted by law. This Section (j) does not apply to requests for public injunctive relief, which are addressed in Section (k).

k. 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 (k) shall be determined exclusively by a court, and not by any arbitration administrator or arbitrator.

l. ADDITIONAL PROCEDURES FOR MASS ARBITRATION:

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.
Counsel for the claimants and counsel for Topgolf Callaway Brands shall each select ten (10) Claims (per side) to proceed first in individual arbitration proceedings as part of a bellwether process (the “Bellwether Process”). Each of the Claims subject to the Bellwether Process shall be assigned by AAA (or the arbitration administrator) to a different arbitrator chosen from its national roster. After ninety (90) days from the date all Claims subject to the Bellwether Process have been arbitrated and any appeals exhausted, any remaining Claims subject to this paragraph may be filed pursuant to the terms within this agreement.
If the parties are unable to resolve the remaining Claims after the conclusion of the initial twenty (20) 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 Claims in mediation at this time, the remaining arbitration Claims will be filed and resolved pursuant to the terms below.
If 250 arbitration Claims or less remain, the arbitration provider shall: (i) group the Claims into batches of no less than 25 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
If more than 250 arbitration Claims remain, the arbitration provider shall: (i) group the Claims into batches of no less than 250 arbitration demands per group; and (ii) provide for resolution of each group or batch as a single arbitration with one set of filing and administrative fees and a single arbitrator assigned per group or batch.
A single arbitrator shall preside over each Claim or group of Claims. Only one Claim or group of Claims may be assigned to each arbitrator unless the parties agree otherwise consistent with this agreement. The statute of limitations and any filing fee deadlines shall be tolled for Claims subject to this Section (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.
If either party refuses to follow the protocols set forth in this Section (l) for mass arbitration, a court of competent jurisdiction shall have the authority to enforce this Section (l) by enjoining the mass filing or prosecution of arbitration demands against Topgolf Callaway Brands. Should a court of competent jurisdiction decline to enforce this Section (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 consistent with the AAA Supplementary Rules for Multiple Case Filings.

m. GOVERNING LAW: Notwithstanding any other section in these Terms 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 Terms 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.

n. SEVERABILITY: Notwithstanding any Section in these Terms to the contrary, if any provision of this Arbitration Agreement, except for Sections (j), (k) or (l), are deemed invalid or unenforceable for any reason as applicable to Claims implicating those sections, such invalidation shall not render the remaining portions of this Section unenforceable. However, if Sections (j), (k), or (l) are deemed invalid or unenforceable in whole or in part as applicable to Claims implicating those sections, then this entire Section shall be deemed invalid and unenforceable.

INTERPRETATION:

If any provision of these Terms 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 Terms (and the links contained herein) state the entire agreement between the parties relating to use of the Sites. The Terms may not be amended except as provided above.

FORWARD‐LOOKING STATEMENTS:

Statements contained on the Sites regarding Topgolf Callaway Brand Corp.’s 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 - Certain Factors Affecting Topgolf Callaway Brands Corp.” contained in the Company's 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.

MISCELLANEOUS:

Except as otherwise set forth in the Arbitration Agreement, if any provision of these Terms 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 Terms (and the links contained herein) state the entire agreement between the parties relating to use of the Site. The Terms 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 Terms to a statute or statutory provision shall include any amendments or successors thereto as in effect at the time the particular provision of these Terms is to be given effect, along with any then-applicable rules or regulations promulgated thereunder.

Special Terms for Apple iOS Users:

Notwithstanding any other provision within these Terms, the following additional terms are applicable to those using any Topgolf Callaway Brands Corp. application on an Apple iOS device: You understand that these Terms are between you and Topgolf Callaway Brands Corp. only and not Apple, Inc. (“Apple”) and that Topgolf Callaway Brands Corp. (or the third party developer that may own and operate the Mobile Features) are responsible for the Mobile Features and the content thereof, but that Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you. You understand that, should the Mobile Features fail to conform to any applicable warranty not disclaimed above, you may notify Apple and Apple will refund the purchase price (if any), but that Apple has no maintenance, support, or (to the maximum extent permitted by applicable law) other warranty obligations to you with regard to the Mobile Features. Apple is not responsible for any product liability claims or claims that the Mobile Features or your use thereof fails to conform to any applicable legal or regulatory requirement or infringes a third party’s intellectual property rights, including but not limited to: (i) product liability claims; (ii) any claim that the Mobile Features fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation. You understand that, in the event of any third party claim that the Mobile Features or your possession and use of the Mobile Features infringe a third party’s intellectual property rights, Topgolf Callaway Brands Corp., not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. You understand that you must comply with any applicable third party terms of agreement when using the Mobile Features. If you have any questions or concerns regarding the Mobile Features, please contact Topgolf Callaway Brands Corp. as described below.

Contact Us:

If you have any questions or concerns about the Terms, call us at 760‐931‐1771 or write to us at Topgolf Callaway Brands Corp., c/o Law Department, 2180 Rutherford Road, Carlsbad, CA 92008.