Intellectual Property of Online Fashion Retailer

Auction Sale all or substantially all of its intellectual property and customer database assets (the “Purchased Assets''), described as below:

•  All those Intellectual Property Rights listed in Schedule 1.1(a) attached hereto and all documents and materials embodying such Intellectual Property Rights;
•  The social media accounts used by Seller in relation to Seller’s Business including those listed in Schedule 1.1(a) attached hereto (the “Social Media Accounts”);
•  All of Seller’s rights in and to the Intellectual Property Licenses and Contracts listed on Schedule 1.1(c) (the “Assumed and Assigned Contracts Schedule” and any Intellectual Property License or Contract listed thereon being the “Assumed and Assigned Contracts”);
•  All Documents used in connection with or relating to the Purchased Assets, including without limitation: (i) all current and historic data and information of Seller relating to the domain names listed in Schedule 1.1(a), including in respect of paid media accounts (such as but not limited to adwords, bing Ads, Facebook business manager); Google Analytics; Google Merchant Center; Search Console; affiliate accounts and arrangements; and retargeting, (ii) all contact history with existing and lapsed customers whose details are contained on the Customer Databases, including order history, correspondence with such customers, and any marketing preferences of such customers including details of any customers who have opted out of receiving marketing communications, and (iii) details of, and the design, content, look and feel of, all marketing messages and campaigns used or sent by the Seller, including those sent by email and push messages, to customers during the twelve (12) months prior to Closing;
•  All rights, claims, credits, causes of action or rights of set off against any
• Third Person relating to the Purchased Assets, whether accruing before, on, or after the Execution Date (including, for the avoidance of doubt, those arising under, or otherwise relating, to the Assumed and Assigned Contracts), including without limitation (i) all rights to and claims for damages, restitution, and injunctive and other legal and equitable relief for past, present, and future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover, any such damages, and (ii) rights and avoidance claims and causes of action of Seller arising under the Bankruptcy Code or applicable state Law as to the Purchased Assets; and
•  Any counterclaims, setoffs or defenses that Seller may have with respect to any Purchased Assets, and more particularly described in the attached PDF.