Bachewicz JS MTC Arbitration

Case 0:18-cv-62570-BB Document 9 Entered on FLSD Docket 12/07/2018 Page 1 of 15
UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA
FORT LAUDERDALE DIVISION
JOANN BACHEWICZ,
Plaintiff, CASE NO: 18-cv-62570-BB

v.
JETSMARTER, INC., DREW DOIDGE

and JOHN DOES 1-4
Defendants.
/
DEFENDANTS’
VERIFIED MOTION TO DISMISS OR STAY
AND
TO COMPEL ARBITRATION, PURSUANT TO CONTRACT
Defendant JetSmarter, Inc. (“JetSmarter”) and Defendant Drew Doidge, by and through
their undersigned counsel, hereby file their Verified Motion to Dismiss or Stay and to Compel
Arbitration, pursuant to Contract, and state the following:
I. FACTUAL AND PROCEDURAL BACKGROUND
1. Plaintiff Joann Bachewicz (“Plaintiff”), a JetSmarter member, improperly filed this
action in this Court in flagrant violation of her Membership Agreement with JetSmarter, which
contained a clear and unambiguous dispute resolution covenant requiring, in relevant part, that:
Any claim or dispute between the parties and/or against any agent, employee,
successor, or assign of the other, whether related to this Agreement, any of the
Terms and Conditions or the relationship or rights or obligations
contemplated herein, including the validity of this clause, shall be resolved
exclusively by binding arbitration by the American Arbitration Association,
under the Commercial Arbitration Rules and the Supplementary Procedures for
Consumer Related Disputes then in effect, by a sole arbitrator. The place of
arbitration shall be Broward County, Florida.
See Exhibit A hereto. (Emphasis added.)
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GORDON REES SCULLY MANSUKHANI
100 SE Second Street, Suite 3900, Miami, FL 33131
2. Defendant JetSmarter, Inc., provides its members with access to numerous travel-
related services and benefits including, but not limited to, concierge services to assist with various
types of reservations, including hotel, restaurant, nightlife entertainment, yachts and cars,
invitations to exclusive events, and other in-flight services. Further, members have access to an
exclusive online reservation system to book trips on private jets through JetSmarter’s mobile
application (the “App”).
3. Defendant Drew Doidge (“Mr. Doidge”) is an employee of JetSmarter, whom
Plaintiff identifies as a “sales agent and representative of Jetsmarter” [sic]. (Complaint at p. 2,
⁋5.).
4. Prior to becoming a JetSmarter member, potential members are given the
opportunity to review JetSmarter’s Membership Agreement and Terms of Use. Both the
Membership Agreement and the Terms of Use contain explicit and conspicuous arbitration
provisions which require that any claim or dispute between the parties must be resolved
exclusively by binding arbitration. See Exhibit A.
5. Potential members must agree to the terms of the Membership Agreement and
Terms of Use, including the arbitration provisions, by toggling a button in the App, before
becoming JetSmarter members. Courts routinely uphold and enforce this type of contract known
as a “click-wrap agreement.”
6. Plaintiff cannot escape the parties’ arbitration agreement because she voluntarily
agreed to be bound by it. Plaintiff agreed to the terms of the Membership Agreement and the
Terms of Use when she became a JetSmarter member on October 17, 2017, and voluntarily
extended her membership in February of 2018.
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7. Plaintiff could not become a JetSmarter member without “clicking through” the
screen notifying her of JetSmarter’s Membership Agreement and Terms of Use, and consenting
to be bound by those agreements, including explicit provisions mandating arbitration.
8. In addition to agreeing to the arbitration provision via the “click wrap” agreement,
Plaintiff also accepted these terms when she paid for and upgraded her JetSmarter membership
on October 17, 2017 and February 1, 2018, respectively. Each membership invoice conspicuously
states that, “BY REMITTING THE AMOUNT DUE UNDER THIS INVOICE AND
ACCEPTING THE TERMS AND CONIDTIONS OF THE MEMBERSHIP AGREEMENT,
MEMBER WILL PURCHASE JETSMARTER’S SERIVCE.” See Composite Exhibit B.
9. Further, the arbitration provision contains a delegation clause that empowers the
appointed arbitrator to determine the validity and enforceability of the arbitration agreement per
the rules of the American Arbitration Association (“AAA”). Thus, Plaintiff also expressly agreed
to have the issue of arbitrability of her claims decided by an AAA arbitrator, exclusively.
10. It should be noted that, previously, on or about September 5, 2018, other plaintiffs
lodged a Demand for Class Arbitration against JetSmarter with the AAA in Fort Lauderdale,
Florida (the “Class Arbitration”). Plaintiff would be included in this class and have the ability to
participate or opt-out of the class. The Class Arbitration is underway, an arbitrator has already
been appointed, limited discovery has taken place, and mediation is expected to take place
sometime this month.
11. Nevertheless, in contravention of the foregoing, Plaintiff filed her Complaint on
October 25, 2018, asserting causes of action against Defendants JetSmarter, Inc., its employee
Drew Doidge, and/or unspecified John Does 1-4, for alleged:
(1) breach of contract (all defendants);
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(2) violation of good faith and fair dealing (solely against JetSmarter);
(3) violation of the Consumer Fraud Act (all defendants);
(4) respondeat superior (JetSmarter and John Does 1-4); and
(5) fraud (all defendants)
12. Defendants JetSmarter and Mr. Doidge file the instant Motion to Dismiss or Stay
and to Compel Arbitration, pursuant to the express provisions in the Membership Agreement and
Terms of Use that require that any and all claim or dispute between the parties (and JetSmarter’s
agents and employees) shall be resolved exclusively by binding AAA arbitration. See Exhibit A.
13. Accordingly, as more fully explained herein, the Court should dismiss or,
alternatively, stay this action and order Plaintiff to bring her claims where they belong—in the
parties’ chosen arbitration forum, the AAA located in Broward County, Florida, where JetSmarter
is also headquartered.
II. LEGAL STANDARD
Pursuant to the Federal Arbitration Act, a written arbitration agreement “shall be valid,
irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation
of any contract.” 9 U.S.C. § 2. “This provision ‘reflect[s] both a liberal federal policy favoring
arbitration, and the fundamental principle that arbitration is a matter of contract.’” Inetianbor v.
CashCall, Inc., 768 F.3d 1346, 1349 (11th Cir. 2014) (quoting AT&T Mobility LLC v. Concepcion,
563 U.S. 333, 339, 131 S. Ct. 1740, 179 L. Ed. 2d 742 (2011) (internal quotation marks and
citations omitted). Importantly, arbitration agreements are to be rigorously enforced according to
their terms. American Express Co. v. Italian Colors Restaurant, U.S., 133 S.Ct. 2304, 2309, 186
L. Ed. 2d 417 (2013).
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The party seeking to compel arbitration bears the burden of establishing that an agreement
to arbitrate exists. Seth v. Rajagopalan, No. 12-Civ-61040, 2013 U.S. Dist. LEXIS 199810 (S.D.
Fla. Jan. 25, 2013). When “confronted with a facially valid arbitration agreement, the burden is on
the party opposing arbitration to demonstrate that the agreement is invalid or the issue is otherwise
non-arbitrable.” Inferno Grp. Holdings, LLC v. 1000 Degrees Pizzeria Franchise, Inc., No. 17-cv-
80983-BLOOM/Hopkins, 2017 U.S. Dist. LEXIS 219925, *6 (S.D. Fla. Nov. 27, 2017).
III. ARGUMENT
1. The Controlling Arbitration Agreement Requires Arbitration of this Dispute
a. The Arbitration Agreement Evidences “Clear and Unmistakable Intent” to

Delegate the Issue of Arbitrability to the Arbitrator
It is well established that if the parties’ agreement establishes the clear and unmistakable
intent that the arbitrator should decide whether an arbitration clause applies, “then questions
regarding arbitrability are no longer within the bounds of the Court's authority.” AMC Pinnacle,
Inc. v. Jeunesse, LLC, No. 6:18-cv-1102-Orl-40DCI, 2018 U.S. Dist. LEXIS 202891 (M.D. Fla.
Nov. 30, 2018) (citing to AT&T Tech., Inc. v. Commc'ns Workers of Am., 475 U.S. 643, 649, 106
S. Ct. 1415, 89 L. Ed. 2d 648 (1986)); Serrano v. Tuition Options, LLC, No. 17-cv-24443-
GAYLES, 2018 U.S. Dist. LEXIS 106972, *6-7 (S.D. Fla. June 27, 2018) (finding that “the Court
cannot resolve [the arbitrability] issue because the Arbitration Agreement specifically delegates
threshold arbitrability matters to the arbitrator.”). Such language gives rise to a “delegation
clause.” Rent-A-Center, W., Inc. v. Jackson, 561 U.S. 63, 69 (2010) (“The delegation provision is
an agreement to arbitrate threshold issues concerning the arbitration agreement.”).
Here, the Court does not have to determine whether the parties’ arbitration agreement is
valid and enforceable because the parties have already agreed that the AAA arbitrator will decide
the arbitrability of any claim or dispute. See Exhibit A. In fact, the operative and controlling
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Arbitration Agreement contains two clauses that evidence the clear and unmistakable intent to
delegate the issue of arbitrability to the arbitrator.
First, the Arbitration Agreement contains a delegation clause that expressly states that
“[a]ny claim or dispute between the parties . . . including the validity of this clause, shall be
resolved exclusively by binding arbitration . . . .” (emphasis added). See Exhibit A.
Second, the Arbitration Agreement incorporates the AAA’s Commercial Arbitration Rules
and the Supplementary Procedures for Consumer Related Disputes that empower an arbitrator “to
rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or
validity of the arbitration agreement or to the arbitrability of any claim or counterclaim.” AAA
Commercial Arbitration Rule 7-a.; Consumer Rule 14-a.
i. The Language of the Arbitration Agreement Delegates

Arbitrability Issues to the Arbitrator, Exclusively
The inclusion of language that delegates the power to decide arbitrability issues to the
arbitrator evidences the parties’ clear and unmistakable intent to have the arbitrator decide such
matters. Serrano, 2018 U.S. Dist. LEXIS 106972, *6-7. The Eleventh Circuit recognizes that a clause
that states that “any dispute” . . . “including the validity” of an arbitration agreement is a delegation
clause that clearly and unmistakably evinces the parties’ intent to arbitrate all gateway issues. Jones
v. Waffle House, Inc., 866 F.3d 1257 (11th Cir. 2017) (enforcing a delegation provision because
“[t]he provision requires arbitration of “any dispute” relating to gateway issues, and as we have said,
‘[a]ny disputes means all disputes, because “any” means all.’”) (citing to Anders v. Hometown
Mortg. Servs., Inc., 346 F.3d 1024, 1028 (11th Cir. 2003).
The instant Arbitration Agreement states that “[a]ny claim or dispute between the parties . .
. whether related to this Agreement, any of the Terms and Conditions, or the relationship or rights or
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obligations contemplated herein, including the validity of this clause, shall be resolved exclusively
by binding arbitration . . . .” See Exhibit A.
Thus, according to well-settled and controlling law, this operative delegation provision is
enforceable, because it manifests the parties’ requisite intent to have the arbitrator decide arbitrability
issues and clearly includes “the validity” of the clause as being an issue reserved for the arbitrator to
decide, exclusively. Jones, 866 F. 3d at 1268; Serrano, 2018 U.S. Dist. LEXIS 106972, at *6-7.
This provision, alone, is sufficient to require the Court to compel arbitration in the first instance.
However, the Arbitration Agreement also contains another clause that requires this dispute to be
transferred to arbitration.
ii. The Incorporation of the AAA’s Rules

Also Delegates Arbitrability Issues to the Arbitrator
The Parties’ explicit incorporation of the AAA’s Rules in the Arbitration Agreement properly
demonstrates their clear and unmistakable intent to arbitrate issues of arbitrability.
In the Eleventh Circuit, the incorporation of the AAA Consumer and Commercial rules
evidence clear and unmistakable intent to delegate arbitrability issues, because the AAA rules grant
the arbitrator “the power to rule on his or her own jurisdiction, including any objections with respect
to the existence, scope or validity of the arbitration agreement.” AAA Commercial Arbitration Rule
7-a.; Consumer Rule 14-a. See JPay, Inc. v. Kobel, 904 F.3d 923, 937-940 (11th Cir. 2018) (finding
that Eleventh Circuit precedent establishes that where an arbitration agreement incorporates the
AAA rules, the agreement “clearly and unmistakably evince[es] an intent to delegate questions of
arbitrability.”); U.S. Nutraceuticals, LLC v. Cyanotech Corp., 769 F.3d 1308, 1311 (11th Cir.
2014) (reversing a denial of a motion to compel arbitration based on the fact that “when parties
incorporate the rules of the [American Arbitration] Association into their contract, they ‘clearly
and unmistakably agree[] that the arbitrator should decide whether the arbitration clause
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[applies].’”) (citing to Terminix Int'l Co. v. Palmer Ranch Ltd. Partnership, 432 F.3d 1327, 1332
(11th Cir. 2005) (rev’d on other grounds).
Here, the Arbitration Agreement between the parties expressly states:
Any claim or dispute between the parties . . . whether related to this Agreement,
any of the Terms and Conditions, or the relationship or rights or obligations
contemplated herein, including the validity of this clause, shall be resolved
exclusively by binding arbitration by the American Arbitration Association by a
sole arbitrator under the Commercial Arbitration Rules and the Supplementary
Procedures for Consumer Related Disputes then in effect, which are deemed to be
incorporated herein by reference.
See Exhibit A. (Emphasis added.) The foregoing language properly incorporates the AAA’s rules,
and establishes the requisite intent that the parties expressly agreed to delegate the determination of
issues relating to the validity of the agreement to the arbitrator, exclusively. See AAA Commercial
Arbitration Rule 7-a.; Consumer Rule 14-a. See JPay, Inc, 904 F. 3d at 937-940; U.S. Nutraceuticals,
LLC, 769 F. 3d at 1311.
Plaintiff manifested her intent to be bound by these terms when she first became a JetSmarter
member by toggling the button in the App to agree to the Membership Agreement and the Terms of
Use. Plaintiff manifested her continued intent to be bound when she paid for and upgraded her
membership, as the invoices clearly stated, “BY REMITTING THE AMOUNT DUE UNDER THIS
INVOICE AND ACCEPTING THE TERMS AND CONIDTIONS OF THE MEMBERSHIP
AGREEMENT, MEMBER WILL PURCHASE JETSMARTER’S SERIVCE.” See Composite
Exhibit B.
Pursuant to the language of the Arbitration Agreement, and well-established and controlling
law, the Court need not even decide whether the Arbitration Agreement is valid and enforceable
because that issue is squarely for the arbitrator to decide. Accordingly, the Court should grant
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JetSmarter’s instant Motion because the agreement evidences the parties’ clear and unmistakable
intent to have an arbitrator decide questions of arbitrability, exclusively.
b. The Controlling Arbitration Provision Is Valid and Enforceable
As explained above, the Court should not address the issue of the Arbitration Agreement’s
validity because the parties explicitly agreed to have the arbitrator decide this issue in the first
instance. However, even without the delegation clause, this Court should still grant JetSmarter’s
Motion because the Arbitration Agreement is valid and enforceable, as a matter of fact and law.
In determining whether a claim is subject to arbitration, a court must address the following:
(1) is there in existence a valid, written agreement containing an arbitration clause; (2) does an
arbitrable issue exist and (3) has the right to arbitration been waived. Trevisani v. Ocwen Loan
Servicing, LLC, No. 16-cv-63018-BLOOM/Valle, 2017 U.S. Dist. LEXIS 220681 (S.D. Fla. May
3, 2017) (granting a motion to compel arbitration pursuant to a home equity agreement that
contained a valid arbitration clause); Depaoli v. Exotic Motorcars & Jewelry, Inc., No. 08-80544-
CIV-MARRA, 2008 U.S. Dist. LEXIS 70145 (S.D. Fla. Sep. 15, 2008) (enforcing an arbitration
clause even where a plaintiff argued the underlying contract was unenforceable) (citing to Seifert
v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999)).
The Federal Arbitration Association mandates that “district courts shall direct the parties
to proceed to arbitration on issues as to which an arbitration agreement has been signed.” Trevisani,
2017 LEXIS 220681, at *4 (citing to Dean Witter Reynolds, Inc. v. Byrd, 470 U.S. 213, 213, 105
S. Ct. 1238, 84 L. Ed. 2d 158 (1985)) (emphasis in original). Thus, valid arbitration agreements
are “rigorously enforced” by the courts. Hemispherx Biopharma, Inc. v. Johannesburg Consol.
Invs., 553 F.3d 1351, 1366 (11th Cir. 2008) (“The role of the courts is to rigorously enforce
agreements to arbitrate.”). See also Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, 473 U.S.
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614, 105 S. Ct. 3346 (1985) (“[the] preeminent concern of Congress in passing the [Arbitration]
Act was to enforce private agreements into which parties had entered,” a concern which “requires
that we rigorously enforce agreements to arbitrate.”).
Also, because Federal law strongly favors arbitration, any doubts should be resolved in
favor of arbitration. See, e.g., AT&T Mobility LLC v. Concepcion, 563 U.S. 333, 345-46 (2011)
(recognizing that the Federal Arbitration Act “was designed to promote arbitration,” and embodies
“[a] national policy favoring arbitration,” and “a liberal federal policy favoring arbitration
agreements, notwithstanding any state substantive or procedural policies to the contrary.” (Internal
citations omitted); Klay v. All Defendants, 389 F.3d 1191, 1200 (11th Cir. 2004) (explaining that
“it is the role of courts to rigorously enforce agreements to arbitrate and to construe any doubt in
favor of arbitrability.”).
i. A Valid Written Agreement to Arbitrate Exists
The first element for the Court to consider is whether a valid written agreement to arbitrate
exists. The parties first entered into the Membership Agreement on October, 17, 2017, pursuant to
Plaintiff’s click-wrap agreement. The operative agreement expressly and conspicuously states:
18. DISPUTE RESOLUTION
Any claim or dispute between the parties and/or against any agent, employee,
successor, or assign of the other, whether related to this Agreement, any of the
Terms and Conditions or the relationship or rights or obligations contemplated
herein, including the validity of this clause, shall be resolved exclusively by
binding arbitration by the American Arbitration Association, under the
Commercial Arbitration Rules and the Supplementary Procedures for Consumer
Related Disputes then in effect, by a sole arbitrator. The place of arbitration shall
be Broward County, Florida.
See Exhibit A. (Emphasis added.)
Plaintiff voluntarily agreed to be bound by this clear and conspicuous arbitration
provision when she assented to the Membership Agreement, Terms of Use, and toggled the “I
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accept” button on her invoices. This agreement is a valid and enforceable contract as a matter
of Florida law. See AMC Pinnacle, Inc. v. Jeunesse, LLC, No. 6:18-cv-1102-Orl-40DCI, 2018
U.S. Dist. LEXIS 202891 (M.D. Fla. Nov. 30, 2018) (where the parties’ arbitration clause was
within a clickwrap agreement, the court explained that, “[i]n Florida, ‘clickwrap agreements
are valid and enforceable contracts.’ Segal v. Amazon, Inc., 763 F. Supp. 2d 1367, 1369 (S.D.
Fla. 2011). Therefore, [plaintiff] concedes that [they] consented to the Agreement.”); see also
Salco Distributors, LLC v. iCode, Inc., 2006 U.S. Dist. LEXIS 9483, 2006 WL 449156, at *7-
9 (M.D. Fla. 2006).
Accordingly, the first consideration for the court to address is satisfied, because there
is a valid written agreement to arbitrate between the parties. Plaintiff, however, has filed the
instant action in this Court—in direct disregard and violation of the arbitration provision
contained in the Membership Agreement that she agreed to be bound by.
ii. Arbitrable Issues Exist
The next element for the Court to consider is whether there are arbitrable issues. Pursuant
to the arbitration provision quoted above, all five of Plaintiff’s claims are arbitrable. The provision
requires, in relevant part, that “[a]ny claim or dispute between the parties and/or against any
agent, employee … whether related to this Agreement, any of the Terms and Conditions, or the
relationship or rights or obligations contemplated herein . . . shall be resolved exclusively by
binding arbitration . . . .” See Exhibit A. (Emphasis added.)
Plaintiff’s asserted claims are related to the Membership Agreement (breach of contract,
violation of good faith and fair dealing, respondeat superior, and fraud), and the terms and
conditions of the Membership Agreement (violation of the Consumer Fraud Act). Thus, even if
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the AAA will exclusively and conclusively decide the issue, the asserted claims fully satisfy the
express provisions of the controlling Arbitration Agreement concerning arbitrable issues.
iii. JetSmarter Has Not Waived Its Right to Arbitration
The third and final element to be considered in connection with this Motion is whether
JetSmarter waived its right to arbitration. In determining whether a party has waived its right to
arbitrate, courts consider whether, under totality of the circumstances, the party has acted
inconsistently with their right to arbitrate. If the court finds that to be the case, the court then looks
to see whether that party has prejudiced the other party by their inconsistent actions. Citibank, N.A.
v. Stok & Assocs., P.A., 387 F. App'x 921, 924 (11th Cir. 2010) (finding that a bank did not waive
its right to arbitrate where the bank filed an answer to a complaint, but no prejudice to other side
was demonstrated).
Here, JetSmarter has not taken any inconsistent actions with its right to arbitrate the
instant dispute. To the contrary, JetSmarter filed the instant Motion to invoke its right to arbitration
and, to be sure, Plaintiff has not been prejudiced by their actions. Accordingly, the last element
necessary to find that Plaintiff’s claims are subject to arbitration has also been satisfied.
2. Alternatively, This Action Should Be Stayed Pending the Resolution of the

Certified Class Action Arbitration
If the Court is not so inclined to compel arbitration, JetSmarter requests that the Court stay
these proceedings, pending the resolution of the Class Action Arbitration.
It is well-established that a District Court has “inherent authority to manage its docket and
courtroom ‘with a view toward the efficient and expedient resolution of cases.’” Gomez v.
Empower "U", Inc., No. 17-CV-22633, 2017 U.S. Dist. LEXIS 179778, *4 (S.D. Fla. Oct. 31,
2017) (citing to Dietz v. Bouldin, 136 S. Ct. 1885, 1891, 195 L. Ed. 2d 161 (2016)). This inherent
authority to stay proceedings “is incidental to the power inherent in every court to control
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disposition of causes on its docket with economy of time and effort for itself, for counsel, and for
litigants.” Landis v. N. Am. Co., 299 U.S. 248, 254, 57 S. Ct. 163, 81 L. Ed. 153 (1936).
The factors that a court must consider in granting a motion to stay are “(1) whether a stay
will unduly prejudice or tactically disadvantage the non-moving party; (2) whether a stay will
simplify the issues and streamline the trial; and (3) whether a stay will reduce the burden of
litigation on the parties and on the court.” George E. Warren Corp. v. OceanConnect Ltd. Liab.
Co., No. 2:12-cv-14125-KMM, 2012 U.S. Dist. LEXIS 183977, *19 (S.D. Fla. July 25, 2012).
Here, the factors weigh in favor of granting a stay pending the resolution of the Class
Action Arbitration. First, Plaintiff will not be unduly prejudiced by a stay, because she will be
afforded the option of joining-in or opting-out of the class if she is not satisfied with the resolution
of the arbitration and proceed to pursue her claims. Second, and for the same reason, a stay favors
judicial economy, because it would be more practical to await the resolution of the Class Action
Arbitration, which may provide a favorable outcome for the Plaintiff that avoids the unnecessary
expenditure of time and resources by the Court, as well as by the parties. This equally satisfies the
last factor. If Plaintiff is satisfied with the resolution of the arbitration, then no judicial resources
need be expended and the burden of litigation will be completely alleviated.
Accordingly, Defendants request that, if the Court is not inclined to compel arbitration per
the controlling Arbitration Agreement, that the Court instead enter a stay, pending the conclusion
of the Class Action Arbitration.
III. CONCLUSION
Defendants JetSmarter and Mr. Doidge have met their burden of demonstrating that a valid
Arbitration Agreement exists; that it requires Plaintiff’s claims be sent to AAA arbitration in
Broward County, Florida; and that Defendants have not waived their right to arbitrate Plaintiff’s
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Respectfully submitted this 7th day of December, 2018.
By: /s/ Joseph A. Sacher _____

Joseph A. Sacher
Florida Bar No. 174920
GORDON REES SCULLY MANSUKHANI LLP
Miami Tower – Suite 3900
100 S.E. Second Street
Miami, FL 33131
Email: jsacher@grsm.com
Email: aruff@grsm.com
Telephone: (305) 428-5339
Facsimile: (877) 634-7245
Counsel for Defendants
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on December 7, 2018, a true and correct copy of the foregoing
was served to the following counsel of record via electronic email through the CM/ECF system.
By: /s/ Joseph A. Sacher

Joseph A. Sacher
Service List
Bruce E. Baldinger, Esq.
THE LAW OFFICES OF BRUCE E. BALDINGER, LLC
365 South Street
Morristown, NJ 07960
Telephone: (908) 218-0060
Email: bruce@baldingerlaw.com
Counsel for Plaintiff
Steven M. Katzman, Esq.

KATZMAN WASSERMAN BENNARDINI & RUBINSTEIN, P.A.
7900 Glades Road, Suite 140
Boca Raton, FL 33434
Telephone: (561) 477-7774
Facsimile: (561) 477-4774
Email: smk@kwblaw.com
Email: mrm@kwblaw.com
Counsel for Plaintiff
1170794/41755162v.1 15
Case 0:18-cv-62570-BB Document 9-1 Entered on FLSD Docket 12/07/2018 Page 1 of 14
EXHIBIT A
Membership Agreement
By subscribing to JetSmarter Inc.’s (“JetSmarter”) membership you (“Member”) and

JetSmarter agree to the following terms and conditions (this “Agreement”) relating to the
services provided in relation to Member’s subscription to JetSmarter’s membership program.
JetSmarter may amend or modify this Agreement from time to time. Amendments and
modifications to this Agreement will be effective upon JetSmarter’s publication of such
amendments or modifications on its website and the JetSmarter mobile application (the
“Application”). Member’s continued access or use of the Service or the Application after such
posting constitutes Member’s consent to be bound by the amended or modified Agreement.
JetSmarter and Member are sometimes referred to herein collectively as “parties” and each a
“party”.
1. JETSMARTER’S PROGRAM AND SOFTWARE
As one of the benefits of the membership program, JetSmarter, as Member’s agent, agrees to
arrange air transportation services for Member and/or Member’s guests to be provided by aircraft
operators holding an air carrier certificate authorizing them to furnish air transportation services
pursuant to Federal Aviation Regulations 14 C.F.R. Part 135 (“FAR Part 135″)
(the “Program”). Member understands that JetSmarter is not an aircraft operator and arranges
private jet charter services solely as a manager of the Program and as Member’s agent. For
clarification purposes, “Private Jet Charter”, “Aircraft Charter”, “Private Charter”, and
“Charter”, refers to using, booking, arranging or chartering an aircraft. Except when it is
expressly stated that a flight is operated pursuant to the Public Charter Program, all travel
arrangements are made on-demand according to customer-directed itineraries and flight
requirements under the terms and conditions, restrictions and limitations reflected herein.
JetSmarter may provide access to its software including applications, websites, electronic
social/commerce, marketplaces, and integrated communication tools, which form part of the
Program, and are designed to enhance the user-experience, communications, service
optimization, functionality and logistics of the Program (“Software”). Members and their guests
can access and utilize such Program and Software only as stipulated and limited under the terms
and conditions of this Agreement.
2. MEMBERSHIP SERVICES
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In exchange for a membership fee, JetSmarter provides access to numerous services and benefits
that include, but are not limited to, concierge service that can assist with various types of
reservations, including hotel, restaurant, nightlife entertainment, yachts and cars; customer
service of membership specialist; invitation to JetSmarter organized events; sourcing aircraft for
the purpose of Aircraft Charter; acting as Member’s agent in negotiating with operators and
signing charter contracts on Member’s behalf; organizing aircraft reservation; coordinating
payment; arranging in-flight services; flight tracking; and services as a charterer in organizing
public charter flights (collectively, the “Services”). The specific Services a Member will have
access to (and any limits on such Services) is based on the tier of membership that a Member
purchases. JetSmarter reserves the right to change, suspend or terminate any of the Services or
benefits at any time, including, without limitation, changes, suspension or termination of any
routes, types of aircraft used and/or operators that perform flights, and changes to (or imposition
of new) fees or other charges for services or benefits. JetSmarter may from time to time offer
new routes, types of aircraft and other services or benefits, all of which are subject to change,
suspension or termination at any time and also are subject to additional fees or charges.
Grandfathered membership fee rates are subject to periodic inflation adjustments and do not
include access to new services or benefits that may be offered after the initial date of purchase of
membership.
3. FEDERAL AVIATION REGULATION PART 135 OPERATIONS
All flights under this Agreement are operated by a FAR Part 135 air carrier (the "Operator"),
who shall have exclusive direction, control and authority over initiating, conducting or
terminating flights (“Operational Control”). JetSmarter is not a FAR Part 135 air carrier and
does not provide air carrier services. The Operator performing the flight will be subject to,
among other things, flight time and duty time restrictions, and airport limitations that may
preclude or limit operations to certain airports and other applicable regulations and requirements.
Member understands and agrees that the Operator shall have absolute discretion in all matters,
including, without limitation, the preparation of the aircraft for flight and the flight itself, the
load carried and its distribution, the decision whether or not a flight will be performed, what
route will be flown, and all matters relating to the operation of the aircraft. Member specifically
agrees that the Operator shall have final and complete authority to cancel any flight for any
reason or condition that in its sole and absolute judgment could compromise the safety of a flight
and may take any other action that, in its opinion, is necessitated in consideration of safety. No
such action of the Operator shall create or support any liability for loss, injury, damage or delay
2
to Member. In addition, the Operator shall have the right to refuse boarding to any person: (a)
who appears to be intoxicated or under the influence of any illicit or controlled substance drug;
(b) who refuses to be subject to any reasonable checks of his or her person or baggage by the
Operator, or by government or airport authorities; (c) whose condition, including apparent illness
or incapacity, in the sole judgment of the Operator could involve hazard or risk to himself,
herself or others; or (d) who fails to provide proper identification.
4. ACCEPTANCE OF MEMBERSHIP
Member agrees to provide all information requested by JetSmarter through the Application,
software and forms provided online, via email or mail in accordance with JetSmarter policies and
procedures. Acceptance of Members into the Membership Program and renewal of Member’s
Membership for an additional term is at the sole discretion of JetSmarter. If upon application,
Member is refused admission to the Membership Program, JetSmarter will refund the
Membership Fee, if any was charged, and there shall be no further obligation owed by either
party. JetSmarter reserves the right to revoke Member’s admission to the Membership Program
at its sole discretion at any time during Member’s Membership term by refunding prorated
Member’s Membership Fee paid to JetSmarter.
5. MEMBERSHIP FEE AND THE MEMBERSHIP ACCOUNT
Member understands and agrees that he or she is obligated to pay a one-time initiation fee to
activate his or her Membership, the amount of which will be determined by JetSmarter from time
to time and itemized on an invoice sent to Member (the “Initiation Fee”). If a Membership is
cancelled or terminated for any reason, Member shall pay a membership reactivation fee in the
amount of 50% of the prevailing annual membership fee in addition to the prevailing annual
membership fee in order to re-activate his or her Membership for any new term. The Initiation
Fee or any portion of it is non-refundable.
In exchange for access to the Membership Services, Member agrees to pay an annual
membership fee during the entire Term (defined below) of this Agreement (the “Membership
Fee”). The Membership Fee includes all applicable taxes. The Membership Fee is due on an
annual recurring basis. JetSmarter reserves the right to increase the Membership Fee from time
to time, which increases will apply to existing Members upon renewal of Membership for
subsequent Terms unless expressly agreed otherwise by JetSmarter. Member agrees to provide
3
JetSmarter a credit card and authorizes JetSmarter to automatically charge the Membership Fee
to the credit card on file. Members shall provide new or updated credit card information
promptly following expiration of the credit card on file. The Membership Fee is an access fee for
use of the Service, is not a payment for air transportation, and is non-refundable, except as
specifically provided herein, even if Member fails to utilize the Program or the Services. The
Membership Fee is not amortized over time and not based on Member’s ability to purchase or
use the Service.
6. TERM
Unless otherwise specified on the Membership Invoice or terms of a valid promotional

membership offer, the Membership term is for a period of twelve (12) months (the “Term”),
commencing on the day the Initiation Fee and the Membership Fee are paid in full (the
“Effective Date”). JetSmarter reserves the right to terminate and cancel Member’s Membership
at any time and for any reason, including if Member breaches any terms or conditions of this
Agreement or other agreements incorporated herein by reference. Member understands and
agrees that if the Membership is cancelled due to Member’s breach of any terms or conditions of
this Agreement or other agreements incorporated herein by reference, Member will lose all
privileges, the Initiation Fee, Membership Fee and forfeit accrued flight credits and any
additional benefits that might be available to Member. JetSmarter will not owe any further
obligation to provide any Services, credits or benefits to Member. Except as expressly provided
herein, Member agrees that he or she will not be entitled to a refund of the Membership Fee, the
Initiation Fee or any portion of it and will hold JetSmarter harmless for the loss of the Service,
credits or any additional benefits.
7. RENEWAL AND TERMINATION
Unless JetSmarter determines not to renew, the Membership Term will be conveniently renewed
automatically and you agree to be charged the applicable annual membership fee for the
subsequent Membership Terms unless you provide JetSmarter a written notice not to renew at
least thirty (30) days prior to the expiration of any preceding Term via email to
renewals@jetsmarter.com . If Member’s credit card is declined, Member agrees to provide a
different method of payment within three (3) business days. If Member fails to provide a
different method of payment, and the Membership Fee is due and outstanding longer than ten
(10) business days, the Member’s Membership will be cancelled, and Member will forfeit and
4
lose the Initiation Fee and any other accrued benefits, including flight credits. Any outstanding
charges shall remain due until paid in full.
8. FLIGHT RESERVATION POLICY
Shuttle tokens are renewable limits on the number of the outstanding complimentary Shuttle
reservations members can make at one time (“Shuttle Tokens”). Shuttle Tokens are
automatically replenished and credited to the Smart or Sophisticated Member’s account after the
flight that he or she utilized the Shuttle Token for is performed. The number of Shuttle Tokens
required for a reservation is displayed in the Application and may differ from flight to flight
based on various factors such as, among other things, length of the flight, type of the aircraft, and
demand and supply availability. Reservations on some flights, such as seasonal, intercontinental
and transcontinental Jet Shuttles, will require a requisite number of Shuttle Tokens and
additional payment. Shuttle reservations are subject to availability and are offered on a first come
first served basis.
9. LIMITATION OF THE NUMBER OF FLIGHT CREDITS AVAILABLE FOR

USE PER TRANSACTION
From time to time, JetSmarter may introduce various promotions and issue gratuitous flight
credits that can be used to purchase select JetSmarter products and services. In its sole discretion,
JetSmarter may impose a limit on the amount of flight credits that can be used per single
transaction. The prevailing limit of flight credits that can be used per single transaction is
displayed in the Application and can be changed from time to time without prior notice. Any
unused flight credits will expire 12 months after they are credited.
10. PROMOTIONAL MEMBERSHIPS
At its sole discretion, JetSmarter may offer certain Members trial or other promotional
memberships with different features, which are subject to the terms of this Agreement, except as
otherwise stated in the promotional offer. Promotional Membership is valid only for the period
specified in the promotional offer. If no period is specified, JetSmarter may terminate
promotional Memberships at any time in its sole discretion.
11. SERVICE LIMITATIONS
5
Services are subject to JetSmarter’s Terms of Use, Copyright Policy, Charter Terms and Public
Charter Operator-Participant Agreements available for review at https://jetsmarter.com/legal/ and
through the Application (collectively, “Terms and Conditions”). By entering into this
Agreement, Member agrees to all Terms and Conditions and such Terms and Conditions are
incorporated by reference herein. JetSmarter may amend or modify its Terms and Conditions
from time to time. Amendments will be effective upon JetSmarter’s publishing of such amended
or modified Terms and Conditions on its website and the Application. Member’s continued
access or use of the Service after such posting constitutes Member’s consent to be bound by the
Terms and Conditions, as amended or modified.
Membership privileges are solely available to Member and cannot be lent, shared, transferred,
leased or sold to any third party, except as specified in this Agreement or in a valid promotional
offer. While Member can invite guests to join them on flights they arrange and pay for, they
cannot lend their account to someone else to book flights or access the Service. Except as
specified in a valid promotional offer, Members of Smart and Simple membership tiers are
required to be present on board of any flight that Member arranges by using the Services of
JetSmarter. Only Member can use earned flight credits if they are earned and awarded. Member
cannot sell, transfer or receive remuneration for flight credits or other awarded or accrued
benefits or credits. Member acknowledges that any reward or credit may be limited and may be
subject to expiration at JetSmarter’s sole discretion. Any breach of this section may result in
Member losing privileges and membership cancellation with no further obligation to Member or
recourse by Member.
Member acknowledges that JetSmarter is the manager of the Program and Service, and that the
success of the Program and the ability to deliver the Service with high levels of customer
satisfaction depends on a vibrant and cooperative membership. Member’s good faith cooperation
regarding booking, cancellations, notices, departure times, itinerary flexibility, communication,
payments and documentation and other aspects of arranging flights and other aspects of the
Service is required. Any attempt to deliberately manipulate the Service or the Application by
repeatedly placing and cancelling bookings or requests for flights, canceling requests and
rebooking with slightly differing requirements, failure to authorize payment or pay for the
Service as provided for herein, failure to maintain a valid credit card on-file and usable for pre-
authorization/reserve and payment/capture, or failure to communicate effectively and in a timely
6
manner regarding all aspects of coordinating the delivery of the Service, or other such actions
which in JetSmarter’s opinion disrupts JetSmarter’s ability to deliver the Service,
notwithstanding anything contained herein to the contrary, will result in JetSmarter having the
authority to reject Member’s trip requests without obligation and/or suspend or cancel
Membership.
12. NON-RELIANCE
EACH MEMBER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT AND IN
THE TERMS AND CONDITIONS, IN EACH CASE AS AMENDED FROM TIME TO TIME,
(A) NEITHER JETSMARTER NOR ANY OTHER PERSON ON JETSMARTER'S BEHALF
HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR
WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE
OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE OR OTHERWISE, ALL OF
WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH MEMBER ACKNOWLEDGES
AND AGREES THAT IN DECIDING TO PURCHASE A MEMBERSHIP HE, SHE OR IT
HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY OR DISCLOSURE
MADE BY JETSMARTER OR ANY OTHER PERSON ON JETSMARTER'S BEHALF,
EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR IN THE TERMS
AND CONDITIONS, IN EACH CASE AS AMENDED FROM TIME TO TIME.
13. PRIVACY OF MEMBER DATA

JetSmarter takes appropriate measures to maintain data regarding its Members and their guests
confidential. JetSmarter may be required to furnish Member and guest data, such as name, date
of birth, and passport information, to comply with national and international security
requirements or rules of governing bodies. It may also be necessary for JetSmarter to provide
names of persons on a flight and other information to third parties providing services related to a
flight including to the operator and governmental authorities. JetSmarter may use Member
information to check the credit of Member in connection with its invoice collection efforts or to
check the credit of Member and perform criminal and other background searches of Member in
connection with evaluating whether to accept or continue Member’s membership in the
Membership Program. JetSmarter does not sell Member or guest data to third parties.
14. RELEASE TO USE PICTURE AND VOICE
7
Member authorizes JetSmarter, its subsidiaries, licensees, successors and assigns, to use
Member’s (1) picture, including photographic, motion picture, and electronic (video) images;
and (2) voice, including sound and video recordings created while Member is utilizing the
Services of JetSmarter. Member hereby grants JetSmarter, its subsidiaries, licensees, successors
and assigns, the right to use, publish, and reproduce, for all purposes, Member’s name, picture of
Member in film or electronic (video) form, sound and video recordings of Member’s voice, and
printed and electronic copy of the information described above in any and all media including,
without limitation, cable and broadcast television and Internet, and for exhibition, distribution,
promotion, advertising, sale, press conferences, meetings, hearings, educational purposes and in
brochures and other print media. This permission extends to all languages, media, formats and
markets now known or hereafter devised whether in the United States or abroad. The permission
shall continue forever.
Member further grants JetSmarter, its subsidiaries, licensees, successors and assigns all right,
title, and interest in all finished pictures, negatives, reproductions, and copies of the original
print, and further grants JetSmarter, its subsidiaries, licensees, successors and assigns the right to
give, sell, transfer, and exhibit the print in copies or facsimiles thereof, for marketing,
communications, or advertising purposes, as it deems fit in its sole discretion.
Member hereby waives the right to receive any payment for granting this release and waives the
right to receive any payment for JetSmarter’s, its subsidiaries, licensees, successors and assigns
use of any of the material described above for any purpose authorized by this release. Member
also waives any right to inspect or approve finished photographs, audio, video, multimedia, or
advertising recordings and copy or printed matter or computer generated scanned image and
other electronic media that may be used in conjunction therewith and to approve the eventual use
that it might be applied. Member acknowledges that he or she has read the foregoing and fully
understands and agrees to the contents thereof.
15. LIMITATION OF LIABILITY
JetSmarter does not own or operate any aircraft on which the flights are performed and does not
carry any aviation insurance. Furthermore, all partner benefits are provided and administered by
the respective third parties that provide the services. Member understands and agrees that
8
JetSmarter is not liable for any injury, damage, loss, expense, special or consequential damages,
or any other irregularity caused by the defect of any aircraft or conveyance, or the negligence of
any company or person engaged in conveying the passenger, or carrying out the arrangements
for Member’s trip or providing any partner benefits or by accident, delay, flight schedule,
change, cancellation, sickness, weather, strikes, war, quarantine or any similar cause.
On behalf of themselves and their guests, Members understand and agree that JetSmarter’s
liability shall in any case be limited to the amount paid by Member to JetSmarter.
MEMBERS, ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE GUESTS

(COLLECTIVELY, “MEMBER PARTIES ”), AGREE TO ACCEPT THE PROCEEDS OF
THE INSURANCE MAINTAINED BY OPERATOR OR PARTNER AS THEIR SOLE
RECOURSE AGAINST OPERATOR OR PARTNER FOR ANY LOSS OR DAMAGE
(INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO
ANY MEMBER PARTIES; PROVIDED HOWEVER, THAT THE FOREGOING
LIMITATION SHALL NOT APPLY TO IN THE EVENT OF OPERATOR’S PROVEN
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
IN ALL CASES AND UNDER ALL CIRCUMSTANCES, OPERATOR OR JETSMARTER

SHALL NOT IN ANY EVENT BE LIABLE TO MEMBER PARTIES FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES
OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS,
USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES, AND THE LIKE, UNDER ANY
CIRCUMSTANCES OR FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, ANY
DELAY OR FAILURE TO FURNISH ANY AIRCRAFT CAUSED OR OCCASIONED BY
THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF
OPERATOR (REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN
CONTRACT OR TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), EVEN IF
ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF
SUCH DAMAGES.
16. INSURANCE
It is the sole responsibility of the aircraft operator or partner to maintain liability insurance
coverage. Members Parties understand and agree that JetSmarter is not liable for any claims
9
arising out of or in connection with the services of the aircraft operator or any of its partners and
affiliates.
17. GOVERNING LAW
This Agreement and all the rights of the parties hereunder shall be governed by, construed and
enforced in accordance with the laws of the State of Florida without reference to the conflict of
law principles of any jurisdiction.
18. DISPUTE RESOLUTION
Any claim or dispute between the parties and/or against any agent, employee, successor, or
assign of the other, whether related to this Agreement, any of the Terms and Conditions or the
relationship or rights or obligations contemplated herein, including the validity of this clause,
shall be resolved exclusively by binding arbitration by the American Arbitration Association,
under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer
Related Disputes then in effect, by a sole arbitrator. The place of arbitration shall be Broward
County, Florida. The existence and content of the arbitration proceedings and any rulings or
award shall be kept confidential except (i) to the extent that disclosure may be required of a party
to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona
fide legal proceedings before a state court or other judicial authority, or (ii) with the written
consent of all parties. Notwithstanding anything to the contrary, either party may disclose
matters relating to the arbitration or the arbitration proceedings where necessary for the
preparation or presentation of a claim or defense in such arbitration.
Arbitration shall proceed solely on an individual basis without the right for any claims to be
arbitrated on a class action basis or on bases involving claims brought in a purported
representative capacity on behalf of others. The arbitrator's authority to resolve and make written
awards is limited to claims between Member and JetSmarter alone. Claims may not be joined or
consolidated unless agreed to in writing by all parties. No arbitration award or decision will have
any preclusive effect as to issues or claims in any dispute with anyone who is not a named party
to the arbitration. Notwithstanding any other provision in these terms and conditions and without
waiving either party's right of appeal, if any portion of this “class action waiver and other
restrictions” provision is deemed invalid or unenforceable, then the remaining portions of the
arbitration provision shall remain in full force and effect.
10
19. ASSIGNMENT
This Agreement shall be binding upon and inure to the benefit of the parties. Member may not
assign or transfer his or her rights or obligations without the prior written consent of JetSmarter,
which may be withheld at its sole discretion.
20. CONSTRUCTION
If any provision of this Agreement is declared by an arbitrator or a court of competent

jurisdiction to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated
to the minimum extent necessary so that this Agreement shall otherwise remain in full force and
effect.
21. NOTICE
JetSmarter may give notice by means of a general notice through the Software, electronic mail to
Member’s email address on record or by written communication sent to Member’s address on
record. Such notice shall be deemed to have been given upon the expiration of forty eight (48)
hours after mailing (if sent by first class mail) or twelve (12) hours after posting or sending it via
email or other means of electronic transmission. Member may give notice to JetSmarter (such
notice shall be deemed given when received by JetSmarter) at any time by any of the following:
letter delivered by nationally recognized overnight delivery service or first class mail postage
prepaid with delivery confirmation to JetSmarter at the following address: JetSmarter Inc., 500
E. Broward Blvd., 19th Floor, Fort Lauderdale, FL 33394 addressed to the attention of: Chief
Executive Officer, with a copy to the Legal Department.
22. MISCELLANEOUS
This Agreement together with the agreements and other documents referenced herein and
incorporated herein by reference constitute the entire agreement between the parties concerning
its subject matter and supersedes any prior or contemporaneous agreements, understandings or
proposals. Paragraph headings are for convenience of reference only and shall not affect or be
utilized in construing or interpreting this Agreement. No provision of, right, power or privilege
under this Agreement shall be deemed to have been waived by any act, delay, omission or
acquiescence on the part of any party, its agents or employees, but only by an instrument in
writing signed by an authorized representative of each party. This Agreement shall not be
construed as creating a joint venture, partnership or other form of association or cooperative
11
arrangement between JetSmarter and Member. No waiver by any party of any breach or default
of any provision of this Agreement by the other party shall be effective as to any other breach or
default.
23. ELECTRONIC SIGNATURES
Each party agrees that the electronic signatures and acknowledgments, whether digital or
encrypted, of the parties to this Agreement are intended to authenticate this writing and to have
the same force and effect as manual signatures. Electronic signature means any electronic sound,
symbol or process attached to or logically associated with a record and executed and adopted by
a party with the intent to sign such record, including facsimile or e-mail electronic signatures.
Member’s access or use of the Service and the Application constitutes Member’s agreement to
be bound by all terms and provisions of this Agreement (including the agreements and other
documents referenced herein and incorporated herein by reference) as amended or modified from
time to time.
24. CONNECTICUT RESIDENTS’ RIGHTS
Members who are legal residents of Connecticut have a right to cancel this Membership
Agreement. YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME
PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS
TRANSACTION. SEE THE NOTICE OF CANCELLATION FORM FOR AN
EXPLANATION OF THIS RIGHT BELOW. In the event Member residing in Connecticut
chooses to exercise the cancellation right, Member agrees to pay JetSmarter for any and all
services that Member utilized prior to cancellation of his or her Membership at the published
non-member rates.
NOTICE OF CANCELLATION
Date of Transaction is stated on your membership invoice.
YOU MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR

OBLIGATION, WITHIN THREE BUSINESS DAYS FROM THE ABOVE DATE. IF YOU
CANCEL, ANY PAYMENTS MADE BY YOU UNDER THE CONTRACT WILL BE
RETURNED WITHIN TEN BUSINESS DAYS FOLLOWING RECEIPT BY THE
BUYING CLUB OF YOUR CANCELLATION NOTICE. TO CANCEL THIS
TRANSACTION, MAIL OR DELIVER A SIGNED AND DATED COPY OF THIS
CANCELLATION NOTICE OR ANY OTHER WRITTEN NOTICE TO JETSMARTER
INC., ATTN: LEGAL DEPARTMETN AT 500 EAST BROWARD BLVD., SUITE 1900,
12
FORT LAUDERDALE, FLORIDA 33394 NOT LATER THAN MIDNIGHT OFTHIRD

DAY FOLLOWING THE DATE OF TRANSACTION AS STATED ON YOUR
MEMBERSHIP INVOICE.
I HEREBY CANCEL THIS TRANSACTION.

(Date)
(Buyer's Signature)
13
COMPOSITE
EXHIBIT B
11/5/2018 Case 0:18-cv-62570-BB Document 9-2 MEMBERSHIP
Entered on INVOICE
FLSD Docket 12/07/2018 Page 2 of 5
MEMBERSHIP INVOICE
MEMBER NAME BUSINESS NAME
JoAnn Bachewicz
PHONE NUMBER EMAIL
17087380436 jbachewicz@subfirst.com
ADDRESS
THE ABOVE PERSON OR ENTITY IS HEREBY REFERRED TO AS "THE MEMBER".
BY REMITTING THE AMOUNT DUE UNDER THIS INVOICE AND ACCEPTING THE TERMS AND CONDITIONS
OF THE MEMBERSHIP AGREEMENT, MEMBER WILL GAIN ACCESS TO JETSMARTER’S SERVICE
ANNUAL MEMBERSHIP FEE AMOUNT
ANNUAL MEMBERSHIP FEE $15,000.00
MEMBERSHIP DISCOUNT —
SUBTOTAL $15,000.00
INITIATION FEE $2,500.00
INITIATION FEE WAIVED (REFERRAL OF DONNA CURRY) -$2,500.00
TOTAL $15,000.00
I ACCEPT TERMS AND CONDITIONS OF THE MEMBERSHIP AGREEMENT
The Membership Agreement may be amended or modified from time to time and available for review at
http://jetsmarter.com/legal/membership. It is the Member’s sole responsibility to review and abide by all of the terms and conditions
of the Membership Agreement and all applicable service terms and conditions, as amended from time to time. The Membership Fee is
an access fee for use of the Service, is not a payment for air transportation, and is non-refundable, except as specifically provided
herein, even if Member fails to utilize the Program or the Services. The Membership Fee is not amortized over time and not based on
Member’s ability to purchase or use the Service.
PAYMENT STATUS
INVOICE PAID
https://jetsmarter.com/forms/membership/?72978032169999264 1/2
11/5/2018 Case 0:18-cv-62570-BB Document 9-2 MEMBERSHIP
Entered on INVOICE
FLSD Docket 12/07/2018 Page 3 of 5
RECEIPT
PAYMENT DATE PAYMENT METHOD SELECTED
17/Oct/17 10:05 PRE PAYMENT WITH CREDIT CARD
TRANSACTION ID TRANSACTION AUTH CODE
40369626043
TRANSACTION TYPE TRANSACTION AMOUNT
CHARGE (Authorize and Capture) 15000.00
https://jetsmarter.com/forms/membership/?72978032169999264 2/2
11/5/2018 Case MEMBERSHIP
0:18-cv-62570-BB Document 9-2 EnteredEXTENSION
on FLSDINVOICE
Docket 12/07/2018 Page 4 of 5
MEMBERSHIP EXTENSION INVOICE
MEMBER NAME BUSINESS NAME
JoAnn Bachewicz
PHONE NUMBER EMAIL
17087380436 jbachewicz@subfirst.com
ADDRESS
THE ABOVE PERSON OR ENTITY IS HEREBY REFERRED TO AS "THE MEMBER".
BY REMITTING THE AMOUNT DUE UNDER THIS INVOICE AND ACCEPTING THE TERMS AND CONDITIONS
OF THE MEMBERSHIP AGREEMENT, MEMBER WILL PURCHASE JETSMARTER’S SERVICE. THIS INVOICE IS
VALID FOR 3 BUSINESS DAYS FROM THE ISSUE DATE.
ISSUE DATE: 01/FEB/18
CHARGES AMOUNT
ANNUAL MEMBERSHIP (FIRST YEAR) $50,000.00
ANNUAL MEMBERSHIP (SECOND YEAR) $50,000.00
ANNUAL MEMBERSHIP (THIRD YEAR) $50,000.00
SUBTOTAL $150,000.00
PURCHASE 3-YEARS UPFRONT DISCOUNT -$52,500.00
CREDIT FOR REMAINING MEMBERSHIP TERM -$10,482.68
INVOICE 1 OF 3 -$62,017.32
TOTAL $25,000.00
I ACCEPT TERMS AND CONDITIONS OF THE MEMBERSHIP AGREEMENT
The Membership Agreement may be amended or modified from time to time and available for review at
http://jetsmarter.com/legal/membership. It is the Member’s sole responsibility to review and abide by all of the terms and conditions
of the Membership Agreement and all applicable service terms and conditions, as amended from time to time. The Membership Fee is
an access fee for use of the Service, is not a payment for air transportation, and is non-refundable, except as specifically provided
https://jetsmarter.com/forms/membershipextension/?1395964515856250 1/2
11/5/2018 Case MEMBERSHIP
0:18-cv-62570-BB Document 9-2 EnteredEXTENSION
on FLSDINVOICE
Docket 12/07/2018 Page 5 of 5
herein, even if Member fails to utilize the Program or the Services. The Membership Fee is not amortized over time and not based on
Member’s ability to purchase or use the Service.
CHOOSE PAYMENT METHOD
Please accept terms and conditions to select the payment method.
PAYMENT STATUS
INVOICE PAID
RECEIPT
PAYMENT DATE PAYMENT METHOD SELECTED
01/Feb/18 15:57 CREDIT CARD
TRANSACTION ID TRANSACTION TYPE
40530352928 CHARGE (Authorize and Capture)
TRANSACTION AMOUNT
25000.00
https://jetsmarter.com/forms/membershipextension/?1395964515856250 2/2

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Case 0:18-cv-62570-BB Document 9 Entered on FLSD Docket 12/07/2018 Page 1 of 15

UNITED STATES DISTRICT COURT

Plaintiff, CASE NO: 18-cv-62570-BB

JETSMARTER, INC., DREW DOIDGE

Arbitration, pursuant to Contract, and state the following:

I. FACTUAL AND PROCEDURAL BACKGROUND

1. Plaintiff Joann Bachewicz (“Plaintiff”), a JetSmarter member, improperly filed this

See Exhibit A hereto. (Emphasis added.)

application (the “App”).

3. Defendant Drew Doidge (“Mr. Doidge”) is an employee of JetSmarter, whom

Plaintiff identifies as a “sales agent and representative of Jetsmarter” [sic]. (Complaint at p. 2,

4. Prior to becoming a JetSmarter member, potential members are given the

exclusively by binding arbitration. See Exhibit A.

extended her membership in February of 2018.

to be bound by those agreements, including explicit provisions mandating arbitration.

ACCEPTING THE TERMS AND CONIDTIONS OF THE MEMBERSHIP AGREEMENT,

MEMBER WILL PURCHASE JETSMARTER’S SERIVCE.” See Composite Exhibit B.

sometime this month.

11. Nevertheless, in contravention of the foregoing, Plaintiff filed her Complaint on

Drew Doidge, and/or unspecified John Does 1-4, for alleged:

(1) breach of contract (all defendants);

(3) violation of the Consumer Fraud Act (all defendants);

(4) respondeat superior (JetSmarter and John Does 1-4); and

(5) fraud (all defendants)

II. LEGAL STANDARD

citations omitted). Importantly, arbitration agreements are to be rigorously enforced according to

L. Ed. 2d 417 (2013).

1. The Controlling Arbitration Agreement Requires Arbitration of this Dispute

a. The Arbitration Agreement Evidences “Clear and Unmistakable Intent” to

an agreement to arbitrate threshold issues concerning the arbitration agreement.”).

delegate the issue of arbitrability to the arbitrator.

resolved exclusively by binding arbitration . . . .” (emphasis added). See Exhibit A.

Commercial Arbitration Rule 7-a.; Consumer Rule 14-a.

i. The Language of the Arbitration Agreement Delegates

by binding arbitration . . . .” See Exhibit A.

ii. The Incorporation of the AAA’s Rules

demonstrates their clear and unmistakable intent to arbitrate issues of arbitrability.

(11th Cir. 2005) (rev’d on other grounds).

Here, the Arbitration Agreement between the parties expressly states:

LLC, 769 F. 3d at 1311.

INVOICE AND ACCEPTING THE TERMS AND CONIDTIONS OF THE MEMBERSHIP

AGREEMENT, MEMBER WILL PURCHASE JETSMARTER’S SERIVCE.” See Composite

intent to have an arbitrator decide questions of arbitrability, exclusively.

b. The Controlling Arbitration Provision Is Valid and Enforceable

v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999)).

that we rigorously enforce agreements to arbitrate.”).

i. A Valid Written Agreement to Arbitrate Exists

18. DISPUTE RESOLUTION

See Exhibit A. (Emphasis added.)

Plaintiff voluntarily agreed to be bound by this clear and conspicuous arbitration

9 (M.D. Fla. 2006).

contained in the Membership Agreement that she agreed to be bound by.

ii. Arbitrable Issues Exist

relationship or rights or obligations contemplated herein . . . shall be resolved exclusively by

binding arbitration . . . .” See Exhibit A. (Emphasis added.)

express provisions of the controlling Arbitration Agreement concerning arbitrable issues.

iii. JetSmarter Has Not Waived Its Right to Arbitration

2. Alternatively, This Action Should Be Stayed Pending the Resolution of the

these proceedings, pending the resolution of the Class Action Arbitration.

need be expended and the burden of litigation will be completely alleviated.

of the Class Action Arbitration.

Respectfully submitted this 7th day of December, 2018.

By: /s/ Joseph A. Sacher _____

Counsel for Defendants