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The Un-Founder · Appendix C

The Guardrails Checklist

Not legal advice. This checklist collects the book's working positions in one place so you can run through them at each stage of a deal. It doesn't replace a lawyer or a tax adviser. Where it says "ask a lawyer," it means one licensed in your state who knows the kind of asset you're buying. It's written for readers in the United States. If you're elsewhere, the questions still apply, but the answers may not.

If the answer to any question is "no" or "I'm not sure," stop until you've sorted it out.

Lines that don't move

  • Never access what you don't own. No logging in, recovering, resetting, guessing or "claiming" an account, channel, list, server, repository, domain or community that isn't yours. Read what's public, then ask the owner.
  • If the platform's terms forbid the transfer, the deal is off. No workarounds.
  • Never blast someone else's list. Re-permission it through the original sender, and mail only the people who choose to stay. No list ever changes hands.
  • Never raise money from strangers with a promised return. That's a securities question. See a securities lawyer or pay another way.
  • Never sell or market a property as yours before you own it.
  • Never harm the users of software you acquire. No adware, no data resale, no quiet changes they didn't ask for.
  • Healthcare patient lists and anything involving protected health information are off-limits.
  • Never interfere with a domain in its grace or redemption period, and never use someone else's trademark in a domain.

Before you contact an owner

  • Is everything I know about this property from public sources I'm allowed to use? No scraping behind logins, no getting around blocks.
  • Is the property dormant, abandoned or distressed, and am I treating it as owned until the owner or a clear legal process says otherwise?
  • Am I a genuine prospective buyer, with at least one structure I could actually execute? Knocking as a buyer can't be a pretext.
  • Is every claim in my first message true? No implied fund or capital I don't have.
  • If a machine drafted the message, have I read every line before it goes out?

Before you make an offer

  • Have I seen the numbers live in the source systems, with date ranges I chose?
  • Is my valuation built from the verified year, the cost of keeping it alive and the decline, with only a modest amount for unused surfaces?
  • Am I presenting my valuation as an illustration, not a prediction?
  • Is my stewardship statement true? Am I prepared to keep what I say I'll keep?
  • If I'm buying to resell, have I said so rather than presenting myself as a long-term steward?

Before you sign an option, lease or management agreement

  • Is it in writing and drafted by a lawyer?
  • Does it state the price, period, fee, conditions and whether it can be assigned?
  • If it's a management agreement, is it truly management, with the owner keeping the account and delegating access through the platform's own tools?
  • If I plan to sell placements into the owner's audience during the option period, has the owner consented in writing to each one, knowing the revenue funds the purchase?

Before money moves

  • Have I worked through Appendix B, the title checklist?
  • Is the closing payment in escrow?
  • Do payments go between the principals? I don't hold other people's money; if I must collect, a lawyer sets it up first.
  • Are sponsor pre-sales real placements, conditional on closing, with refunds or make-goods if the deal fails?
  • Have I described no sponsor payment as an investment, and promised no sponsor a return?
  • Is any outside money from a known partner under a lawyer-drafted agreement? If it involves more than that, have I seen a securities lawyer?
  • Have I talked to a tax adviser?

In the first thirty days

  • Have I backed up everything I'm entitled to keep before changing anything?
  • Have I told the audience about the change, in the original owner's voice where possible?
  • For lists, am I mailing only people who chose to stay?
  • For software, have I told users in the product and in the store listing who the new maintainer is?
  • Are security updates current?

While you hold it

  • Is sponsored content labeled as sponsored?
  • Am I using member and user data only as the privacy policy and the law allow?
  • Am I keeping the promises I made to the seller?
  • Are security and maintenance current? If I can't maintain it safely, have I handed it on or retired it with notice?
  • Am I avoiding any claim to members, sponsors or partners that promises results?

When you sell or let it go

  • Have I disclosed the material facts I know to the buyer, including the ones that lower the price?
  • Have I passed on the promises I made to the original owner?
  • Have I told the audience about the change?
  • If I'm shutting it down, have I given users notice and a way to take their data?
  • Have I talked to a tax adviser about the sale or shutdown?

Regulated fields

  • For real estate, insurance and similar books of business, do I (or my partner) hold the right license, and do brokerage rules and client consent allow what I'm planning?
  • Does anything touch healthcare records? If so, stop.

From The Un-Founder: An Operator's Playbook for Dormant Assets by Bill Eisenhauer · Toll Stack Press · tollstack.dev/books/the-un-founder/