Licensor acknowledges that it owns, controls or will obtain and maintain all necessary (i) right, interest and licenses to any third party Intellectual Property Rights necessary to grant all the rights to SONY and its Affiliates as provided under this Agreement; and (ii) releases or clearances from any performers, creators and other third parties and any applicable unions and guilds and otherwise in connection with publishing the Content and providing the Promotional Elements and RSS Feed as set forth herein and that Licensor shall be solely responsible for all, if applicable, royalty payments to third parties in relation to the use of the Content, the Promotional Elements and RSS Feed in accordance with the terms of this Agreement.