What is the Portal

The Portal is a website made available to you because a real estate investment firm you work with (referred to herein as a “sponsor”) has subscribed to Flash Gas Investors Relations Panel. The Portal may allow you to receive electronic distribution payments, view investment positions, asset information, capital invested and distributed, and more.

Using the Portal

You must be eighteen years of age or older to use the Portal. In order to use the Portal, you must register for a personal or corporate account, and we must approve your account registration. We may decline any account registration in our sole discretion for any or no reason. If you register for a corporate account on behalf of a corporation or any other legal entity, you represent and warrant that you are authorized to do so, and the corporation or other legal entity shall be fully responsible and liable for any action of any of its authorized representatives in connection with its corporate account.

You agree that you will not misuse the Portal. Misuse can take many forms, including, but not limited to, using the Portal in a manner that violates applicable federal, state or local laws or regulations; trying to gain access to other users’ accounts within the Portal; attempting to engage or engaging in fraud or other illegal activity; scraping, monitoring, or copying any of the material in the Portal that is not your information; or attacking, impairing, or interfering with the Portal.

All information you provide to us in connection with your use of the Portal will be true, correct and complete. You agree not to misrepresent or provide false information about your identity or your authority to use certain features within the Portal, including, but not limited to, designating bank accounts to send or receive payments or viewing accounting statements. You represent and warrant that you are authorized to conduct all of your transactions or actions in the Portal.

We may suspend or terminate your access to the Portal in our sole discretion at any time for any or no reason, including, but not limited to, if you violate these Terms of Service.

If using a mobile device to access the Portal, data charges may apply, which you are solely responsible for. Such charges include those from your communications service provider. If you provide us your mobile phone number, you agree that we may contact that number using autodialed or prerecorded message calls or text messages. We will not use autodialed or prerecorded message calls or text messages for marketing purposes unless we receive your prior express written consent. You can decline to receive autodialed or prerecorded message calls or text messages to your mobile phone number by emailing us at hello@flashgas.com.

Securities Products; No Professional Advice Provided

The securities displayed in the Portal have not been registered with the U.S. Securities and Exchange Commission (“SEC”) under the Securities Act, in reliance on certain exemptions (e.g., Section 4(2) of the Securities Act, Rule 506(c) of Regulation D, Regulations S, etc.) promulgated thereunder. Securities sold through private placements are restricted and not publicly tradable, and are therefore illiquid. Neither the SEC nor any state securities commission or other regulatory authority has approved, passed upon, or endorsed the merits of any securities displayed in the Portal.

The securities displayed in the Portal are only suitable for investors who are familiar with and willing to accept the high risks associated with private placements, including the risk of complete loss of your investments. Investing in private placements requires high risk tolerance, low liquidity need, and long-term commitments. Investors must be able to afford to lose their entire investment. Investment products are not FDIC insured, may decrease in value, and are not guaranteed by any bank.

Flash Gas Investors Relations Panel is not a registered broker-dealer, funding portal, investment advisor, or investment manager, and does not conduct any activity that would require registration as such. Flash Gas Investors Relations Panel receives no commission or transaction-based compensation in connection with the purchase or sale of securities through the portal but may receive fixed fees for services. Flash Gas Investors Relations Panel cannot guarantee that sponsors posting offerings in the Portal will use the proceeds of any offering in accordance with the stated purpose. You acknowledge and agree that Flash Gas Investors Relations Panel makes no representation, warranty, or assurance that the offerings posted in the Portal are made in accordance with Federal and/or state securities law, including the exemption to the sale of unregistered securities, or the legality of any offerings therein.

None of the information contained in the Portal constitutes a recommendation, solicitation or offer by Flash Gas Investors Relations Panel or its affiliates to buy or sell any securities or other financial instruments or other assets or provide any investment advice or service. Flash Gas Investors Relations Panel does not endorse any sponsor or any underlying assets and does not recommend or otherwise suggest that you make an investment in a certain offering. The fact that Flash Gas Investors Relations Panel has made certain content available on or accessible through the Portal does not constitute a representation by Flash Gas Investors Relations Panel that any such content is suitable or appropriate for you. The Portal is not intended to be a substitute for professional investment, financial or legal advice. We strongly advise you to consult a legal, tax and financial professional before investing, and carefully review all the specific risk disclosures provided as part of any offering materials.

YOU ACKNOWLEDGE THAT YOU ARE NOT RELYING ON FLASH GAS INVESTORS RELATIONS PANEL OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS, AGENTS, OR EMPLOYEES (COLLECTIVELY, THE “FLASH GAS INVESTORS RELATIONS PANEL PARTIES”) IN MAKING AN INVESTMENT DECISION. ALWAYS CONSIDER SEEKING THE ADVICE OF A QUALIFIED PROFESSIONAL BEFORE MAKING DECISIONS REGARDING YOUR BUSINESS AND/OR INVESTMENTS. FLASH GAS INVESTORS RELATIONS PANEL DOES NOT ENDORSE ANY INVESTMENTS AND SHALL NOT BE RESPONSIBLE IN ANY WAY FOR ANY TRANSACTIONS YOU ENTER INTO WITH YOUR SPONSOR AND/OR OTHER USERS OF FLASH GAS INVESTORS RELATIONS PANEL. YOU AGREE THAT FLASH GAS INVESTORS RELATIONS PANEL AND THE FLASH GAS INVESTORS RELATIONS PANEL PARTIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY SORT INCURRED AS THE RESULT OF ANY INTERACTIONS BETWEEN YOU AND YOUR SPONSOR AND/OR OTHER USERS OF FLASH GAS INVESTORS RELATIONS PANEL.

e-Notices and System Requirements

As a condition to your use of the Portal, including the Payment Services (described below), you agree to accept in electronic form all notices, communications, disclosures, and records regarding the Payment Services or otherwise related to your use of the Portal (“e-Notices”). To receive e-Notices, you warrant (promise) that you have all of the following system requirements, which are required to access, view, download, and retain e-Notices:

i. A computer or mobile device with Internet or mobile connectivity.

ii. Up-to-date Internet browsers on Windows 8 and higher, macOS 10.13 and higher, iOS 12 and higher, or Android 6 and higher operating systems. We support the last two major versions of the latest generally available releases of Microsoft Edge, Safari, Firefox, and Chrome Internet browsers.

iii. Access to the email address used to register for your Portal account.

iv. Sufficient storage space to save e-Notices and/or a printer to print them. You should maintain a paper copy for your records. Other than as required by applicable law, we will not provide or make your records available to you on paper or in a nonelectric form.

v. If you use a spam filter that blocks emails for domains, the ability to whitelist the domain “mailer.flashgas.us” to your address book.

You may withdraw consent to receive e-Notices by emailing us at hello@flashgas.com. A withdrawal of consent to receive e-Notices will result in the termination of our relationship with you, including your right to access and use the Portal. Such termination, however, will not relieve you from any obligations or responsibilities you have to us at the time of termination, including payment for any services we have provided, or impact any obligations you have under any other agreements, such as those with your sponsor.

We will send e-Notices to the email address you identified when registering for your Portal account. If your email address changes or becomes disabled, you must notify us immediately by updating your email address in the Portal. You understand and agree we may send e-Notices to your designated email address whether or not that address includes a designation for delivery to the attention of any particular person and whether or not anyone other than you is able to access and/or read emails sent to your designated email address.

Payment Service

Subject to (i) your compliance with the terms and conditions in these Terms of Service and (ii) your sponsor being approved by Flash Gas Investors Relations Panel (in its sole discretion) to use the Flash Gas Investors Relations Panel Payment Services, you may use the Portal to send electronic capital contributions to and, receive electronic distribution payments from, your sponsor (the “Payment Service”).

To use the Payment Service, you must add a bank account to your account within the Portal (a “Payment Form”). When you add a Payment Form, you authorize us to credit and debit electronic payment(s) to and from (as applicable) that Payment Form. You warrant that you have the authority to authorize us to credit and debit the scheduled payment(s) to the Payment Form you have picked.

Funds must be available in the linked Payment Form when an electronic payment is processed against that account. If an online payment fails because the linked Payment Form contains insufficient funds to satisfy the entire amount of your payment, you are not relieved of your responsibility to pay any penalties imposed by your financial institution for insufficient funds.

You may terminate or revoke a payment initiated through the Payment Services if it is not in process by clicking on the applicable pages of the Portal. You are not permitted to affect, change, revoke or terminate a payment that is in process, except as permitted by law. This means, among other things, that if you or we terminate your online payments, that termination will not terminate any payment that is in process. Any and all payment refund and/or cancellation requests should be directed to your sponsor.

You also may have the legal right to revoke electronic payments by contacting the financial institution that holds your Payment Form. Contact your financial institution to determine the information your financial institution needs to process your revocation and the time your financial institution needs to process any revocation.

We may terminate or suspend your use of the Payment Service or Portal at any time in our sole discretion.

There may be a transaction fee to use the Payment Services. If applicable, such fee will be displayed at the time you make a payment. We reserve the right to change the transaction fee amount for your use of the Payment Services. You will be responsible for paying any amount you may owe other persons or companies related to the use of the Payment Service or any Payment Form linked to online payments. For example, a bank may charge a fee in connection with electronic payments debited to a bank account you use to make a payment through the Portal.

Investor Verify

Subject to (i) your compliance with the terms and conditions in these Terms of Service and (ii) your sponsor enabling Investor Verify, you may use the Portal to obtain verification of your accredited investor status (the “Investor Verify Service”).

Flash Gas Investors Relations Panel partners with Parallel Markets to provide the Investor Verify Service. Parallel Markets is a third-party that utilizes a registered broker-dealer and member of FINRA/SIPC to review supporting documents and perform each accreditation verification. You acknowledge and agree that (a) the accreditation verification is performed solely by Parallel Markets or its subsidiaries, (b) Flash Gas Investors Relations Panel may share any information it receives from Parallel Markets with respect to your accreditation verification application with your sponsor, (c) Flash Gas Investors Relations Panel has no control of or responsibility for the accuracy of the accredited investor verification letter issued by Parallel Markets or its subsidiaries (the “Verification Letter”), and (d) Flash Gas Investors Relations Panel accepts no liability with respect to the Verification Letter.

Confidentiality

You understand that by accessing and using the Portal you may create, receive, or have access to information that (a) can be used to identify an individual (including, without limitation, names, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, government-issued identification numbers, passwords or PINs, and other personal identifiers) (collectively “Personal Information”). You agree that you will:

• Keep and maintain all Personal Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized access, use, or disclosure;
• Not create, collect, receive, access, or use Personal Information in violation of any applicable law;
• Use and disclose Personal Information solely and exclusively for the purposes for which the Personal Information, or access to it, is provided via the Portal, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Information for your own purpose; and
• Not, directly or indirectly, disclose Personal Information to any person other than your employees, contractors, agents, and service providers who have a need to know or otherwise access Personal Information for the use it is being provided to you via the Portal, unless and to the extent required by applicable government authorities or as otherwise, to the extent expressly required, by applicable law.

Third Party Services and Products

The Portal may contain links to other websites, services, and products provided by third parties, which may include our affiliates or subsidiaries. Such links are provided for your convenience only. We have no control over such third-party websites, services, and products and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites or services found within the Portal, you do so entirely at your own risk and subject to the terms and conditions of use for such websites, services, or products.

Changes to the Portal

We reserve the right to make changes to the Portal at any time. You acknowledge and agree that we may add or remove functionalities, including without limitation, the Payment Services, or may stop supporting or making the Portal available altogether. If required by applicable law, we will provide you with electronic notice of such changes.

Security

When using the Portal, you may be asked from time to time to provide certain information for purposes of providing you services. This information may include sensitive personal information, such as your name, address, bank account, and credit card information. We will use and protect such information in accordance with the terms of our Privacy Policy. By using the Portal, you agree that we can use the information you provide us in accordance with our Privacy Policy.

You are responsible for protecting your Portal account. You will not provide any other person with access to the Portal using your login credentials and will keep such credentials confidential. If you learn of any unauthorized use of your Portal account, notify us immediately at hello@flashgas.com.

Intellectual Property Rights

The Portal is our intellectual property. Using the Portal does not give you any ownership rights therein or to any branding or trademarks that appear within the Portal, which you may not use. You may not obscure, remove, or alter any part of the Portal, including any legal notices.

The Portal may contain some content and data that are not ours. For example, the Portal may contain content and data of your sponsor or third parties that assist us in providing the services offered through the Portal. Such content and data are the sole responsibility of the person that owns such content and data. You shall acquire no ownership rights in or to such content and data.

As-Is; Disclaimer of Warranties

We take pride in the Portal; however, we make no commitments with respect to your use of the Portal or its performance. More specifically:

YOUR USE OF THE PORTAL IS AT YOUR OWN RISK, AND THE PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER US NOR ANY PERSON ASSOCIATED WITH US MAKES ANY COMMITMENT OR PROMISE WITH RESPECT TO THE SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE PORTAL, OR THAT YOUR USE OF THE PORTAL WILL NOT RESULT IN EXPOSURE TO VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PORTAL OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PORTAL WILL OTHERWISE MEET YOUR NEEDS.

EXCEPT FOR ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, WE HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PORTAL, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation on Liability

Limitation on Liability

EXCEPT IN CONNECTION WITH YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, YOUR AND OUR LIABILITY UNDER THESE TERMS OF SERVICE WILL BE LIMITED AS FOLLOWS:

TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES, OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES IN CONNECTION WITH YOUR USE OF THE PORTAL. IN ALL CASES NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

TO THE EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL LIABILITY TO THE OTHER FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR YOUR USE OF THE PORTAL, INCLUDING FOR ANY IMPLIED WARRANTIES (WHICH CANNOT BE LIMITED OR EXCLUDED)

Indemnification

You agree to defend, indemnify and hold harmless us and our affiliates, licensors, and third-party service providers, and our and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Portal.

You will not be responsible for indemnifying us or holding us harmless from any claims, liabilities, damages, costs, or expenses caused solely by or solely arising out of the gross negligence or intentional misconduct of Flash Gas Investors Relations Panel or its agents, officers, employees, or affiliates.

Arbitration Agreement

You and we each agree that any and all disputes or claims that have arisen or may arise between you and us in connection with these Terms of Service or the Portal, including without limitation, federal and state statutory claims, common law claims, and those based in contract, tort, fraud, misrepresentation or any other legal theory, shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances only on an individual (non-class, non-representative) basis. This agreement to arbitrate is intended to be broadly interpreted. The Federal Arbitration Act governs the interpretation and enforcement of this agreement to arbitrate.

You and we agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Unless both you and we agree otherwise, the arbitrator(s) may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding. Also, the arbitrator(s) may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s). Any relief awarded cannot affect other persons or parties.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator or arbitrators instead of a judge or jury, and court review of an arbitration award is very limited. However, the arbitrator(s) can award the same damages and relief on an individual basis that a court can award to an individual. The arbitrator(s) also must follow the terms of these Terms of Service as a court would. All issues are for the arbitrator(s) to decide, except that issues relating to arbitrability, the scope or enforceability of this agreement to arbitrate, or the interpretation of the prohibition of class and representative actions and non-individualized relief provisions above, shall be for a court of competent jurisdiction to decide.

The arbitration will be conducted by the American Arbitration Association (the “AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this agreement to arbitrate. The AAA’s rules are available at www.adr.org. A party who intends to seek arbitration must first send the other party, by certified mail, a completed Notice of Dispute. You should send this notice to us at: FLASHGAS.COM INC, 70 Castilian Drive, Goleta, CA 93117, Attn: Chief Legal Officer. We will send any notice to you to the address associated with your account; it is your responsibility to keep your address up to date. All information called for in the notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

If you and we are unable to resolve the claims described in the notice within 30 days after the notice is sent, you or we may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org.

The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us subject to the discretion of the arbitrator(s) to require an in-person hearing, if the circumstances warrant. In cases where an in-person hearing is held, you and/or we may attend by telephone, unless the arbitrator(s) require otherwise. Any settlement offer made by you or us shall not be disclosed to the arbitrator(s).

The arbitrator(s) will decide the substance of all claims in accordance with applicable law, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator(s) shall not be bound by rulings in prior arbitrations involving different Flash Gas users but is/are bound by rulings in prior arbitrations involving you to the extent required by applicable law. The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this agreement to arbitrate. If the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration. Any request for payment of fees by us should be submitted by mail to the AAA along with your Demand for Arbitration, and we will make arrangements to pay all necessary fees directly to the AAA. If the value of the relief sought is more than $10,000 and you are able to demonstrate that the costs of accessing arbitration will be prohibitive as compared to the costs of accessing a court for purposes of pursuing litigation on an individual basis, we will pay as much of the filing, administration, and arbitrator fees as the arbitrator(s) deem necessary to prevent the cost of accessing the arbitration from being prohibitive. In the event the arbitrator(s) determine the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse us for all fees associated with the arbitration paid by us on your behalf that you otherwise would be obligated to pay under the AAA’s rules.

With the exception of any of the prohibition of class and representative actions and non-individualized relief provisions above, if a court decides that any part of this agreement to arbitrate is invalid or unenforceable, the other parts of this agreement to arbitrate shall still apply. If a court decides that any of the prohibition of class and representative actions and non-individualized relief provisions above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of this agreement to arbitrate shall be arbitrated under its terms.

If you are a new customer, you can choose to reject this agreement to arbitrate by mailing us a written opt-out notice. The opt-out notice must be postmarked no later than 30 days after the date you accept these Terms of Service for the first time. You must mail the opt-out notice to FLASHGAS.COM INC, 78 The Green, STE A, Dover, Delaware, 19901, United States, Attn: Chief Legal Officer. The opt-out notice must include your name, address, phone number, and email address(es) used to log in to your account. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of this agreement to arbitrate. If you opt out of this agreement to arbitrate, all other terms of these Terms of Service will continue to apply. Opting out of this agreement to arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

Notwithstanding any provision in these Terms of Service to the contrary, you and we agree that if we make any amendment to this agreement to arbitrate (other than an amendment to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the amendment. The amendment shall apply to all other disputes or claims governed by this agreement to arbitrate that have arisen or may arise between you and us.

Governing Law

All claims arising out of or relating to the Portal, these Terms of Service, or the Payment Service will be governed by and construed in accordance with the laws of the State of California, except for any conflict of laws provisions.

Provisions About These Terms of Service

We may change these Terms of Service from time to time in response to new offerings or changes in the law. When we do make changes, we’ll change the “Last Updated” date above and, if material (as determined in our sole discretion), notify you. Your continued use of the Portal after any change(s) to these Terms of Service constitutes your consent to be bound by such change(s), so please check back here regularly.

If you do not comply with these Terms of Service and we do not take action right away, it shall not be deemed a continuing or further waiver of your failure to comply. Likewise, our failure to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If it turns out that a particular provision or part of these Terms of Service is not enforceable, it will not affect any other terms.

These Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and us with respect to the Portal and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Portal.

These Terms of Service control the relationship between us and you. They do not create any third-party beneficiary rights.

Trademark Attribution

Apple, the Apple logo, iPhone, and iPad are trademarks of Apple Inc., registered in the U.S. and other countries and regions. App Store is a service mark of Apple Inc.

Google Play and the Google Play logo are trademarks of Google LLC.

Copyright Policy

Flash Gas Investors Relations Panel respects the intellectual property rights of others, and asks that everyone utilizing the Services do the same. Anyone who believes that their work has been reproduced on the Services in a way that constitutes copyright infringement may notify us here.

Force Majeure

We will not be responsible for the failure to perform or any delay in performance of any obligation under these Terms of Service due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, epidemic, pandemic, disease outbreak (including the COVID-19 virus), acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond our reasonable control.