United States Court of Appeals
                     For the First Circuit

No. 16-2023

      RACHEL CULLINANE, JACQUELINE NÚÑEZ, ELIZABETH SCHAUL,
          and ROSS MCDONAGH, on behalf of themselves and
                  all others similarly situated,

                     Plaintiffs, Appellants,

                               v.

                    UBER TECHNOLOGIES, INC.,

                      Defendant, Appellee.


          APPEAL FROM THE UNITED STATES DISTRICT COURT
                FOR THE DISTRICT OF MASSACHUSETTS

         [Hon. Douglas P. Woodlock, U.S. District Judge]


                             Before

                Torruella, Thompson, and Kayatta,
                         Circuit Judges.



     Matthew W.H. Wessler, with whom Matthew Spurlock, Gupta
Wessler PLLC, John Roddy, Elizabeth Ryan, and Bailey & Glasser LLP
were on brief, for appellants.
     S. Elaine McChesney, with whom Lawrence T. Stanley, Jr.,
Emma D. Hall, and Morgan, Lewis & Bockius LLP were on brief, for
appellee.
     Jennifer D. Bennett, Public Justice, P.C., Jonathan D.
Selbin, Jason L. Lichtman, Andrew R. Kaufman, Lieff Cabraser
Heimann & Bernstein, LLP, Jahan Sagafi, Paul W. Mollica, Outten &
Golden LLP, Stuart Rossman, and National Consumer Law Center, on
brief for amicus curiae Public Justice P.C., and National Consumer
Law Center in support of appellants.
     Ben Robbins, Martin J. Newhouse, and New England Legal
Foundation, on brief for amicus curiae New England Legal Foundation
in support of appellee.
     Andrew J. Pincus, Archis A. Parasharami, Daniel E. Jones,
Karianne M. Jones, Mayer Brown LLP, Kate Comerford Todd. Warren
Postman, and U.S. Chamber Litigation Center, on brief for amicus
curiae the Chamber of Commerce of the United States of America in
support of appellee.



                          June 25, 2018




                               -2-
            TORRUELLA,    Circuit     Judge.        This   case    concerns   the

enforceability of an arbitration clause contained in an online

contract.     Plaintiffs-Appellants            Rachel   Cullinane,   Jacqueline

Núñez,   Elizabeth     Schaul,     and     Ross    McDonagh,      (collectively,

"Plaintiffs"), filed this putative class action in Massachusetts

Superior Court on behalf of themselves and other users of a ride-

sharing service in the Boston area against Defendant-Appellee Uber

Technologies,   Inc.     ("Uber").        In    their   complaint,    Plaintiffs

alleged that Uber violated a Massachusetts consumer-protection

statute by knowingly imposing certain fictitious or inflated fees.

Uber removed the case to the United States District Court for the

District of Massachusetts, and filed a motion to compel arbitration

and stay or dismiss the case.            The district court granted Uber's

motion to compel arbitration and dismissed the complaint.                For the

reasons explained below, we reverse and remand.

                              I.     Background

            Because Uber's motion to compel arbitration was made in

connection with a motion to dismiss or stay, we draw the relevant

facts from the operative complaint and the documents submitted to

the district court in support of the motion to compel arbitration.

Gove v. Career Sys. Dev. Corp., 

, 2 (1st Cir. 2012).




                                      -3-
A. Factual Background

            Uber provides a ride-sharing service that transports

customers throughout some cities, including Boston, for a fee.

Uber licenses the Uber mobile application (the "Uber App") to the

public so that users may request transportation services from

independent third party providers in the users' local area.                     To

be able to request and pay for third party transportation services,

Uber App users must first register with Uber by creating an

account.      At   the    time    Plaintiffs        created    their     accounts,

prospective users cou