07/22/2026
MEMORANDUM OF UNDERSTANDING (MOU)
Between
Sumer Technologies Inc.
Doing Business As: Zumr Delivery
(“Zumr”)
and
__________________________________________
Merchant / Business Name
Effective Date: ___________________
1. PURPOSE
This Memorandum of Understanding (“MOU”) establishes the mutual understanding between Sumer Technologies Inc., doing business as Zumr Delivery, and the Merchant regarding the use of Zumr as a customer-designated courier service.
The parties acknowledge that Zumr operates as a transportation courier for customers who independently request pickup and delivery of items they have already purchased directly from the Merchant.
2. CUSTOMER TRANSACTION PROCESS
The parties acknowledge the following process:
1. The customer contacts the Merchant directly.
2. The customer places an order directly with the Merchant.
3. The customer pays the Merchant directly using a payment method accepted by the Merchant.
4. The Merchant prepares and packages the order.
5. The customer decides whether to personally retrieve the order or designate another individual to retrieve it.
6. If the customer elects to use Zumr, the customer separately requests a Zumr courier through the Zumr platform.
7. The Zumr courier retrieves the completed order from the Merchant and transports it to the customer.
3. CUSTOMER-DESIGNATED PICKUP
The Merchant acknowledges that customers may authorize another individual—including a family member, friend, assistant, employee, independent courier, or Zumr courier—to retrieve their completed order.
Zumr couriers act solely as the customer’s designated pickup and transportation agent.
4. NO FOOD ORDERING MARKETPLACE
Zumr does not:
â—Ź Accept restaurant orders on behalf of the Merchant.
● Process payments for the Merchant’s products.
â—Ź Set menu pricing.
â—Ź Prepare food.
â—Ź Package food.
â—Ź Alter food orders.
● Represent itself as the Merchant’s exclusive delivery provider.
Zumr’s sole function is transporting completed customer purchases after pickup.
5. MERCHANT RESPONSIBILITIES
The Merchant remains solely responsible for:
â—Ź Food preparation;
â—Ź Product quality;
â—Ź Packaging;
â—Ź Accuracy of the order;
â—Ź Food safety before pickup;
â—Ź Compliance with all health department regulations;
â—Ź Compliance with all applicable federal, state, and local laws.
6. ZUMR RESPONSIBILITIES
Zumr’s responsibility begins only after the Merchant voluntarily releases the completed order to the customer’s designated Zumr courier.
Zumr is responsible solely for exercising reasonable care while transporting the completed order to the customer.
Zumr does not inspect, prepare, package, modify, or verify the contents of any order.
7. CUSTOMER ACKNOWLEDGMENT OF COURIER SERVICE
The Merchant and Zumr acknowledge that the customer independently chooses whether to personally retrieve a completed order or designate a third party, including a Zumr courier, to retrieve and transport the order.
Once the Merchant has accepted payment, completed the order, and voluntarily releases the order to the customer’s designated pickup person or Zumr courier, transportation is performed solely at the customer’s direction.
The customer assumes responsibility for selecting the courier and for the risks associated with transportation after pickup, except to the extent responsibility cannot legally be waived under applicable law.
The Merchant remains responsible for the quality, preparation, packaging, and accuracy of the order before release.
Zumr remains responsible only for transporting the order using reasonable care after pickup.
Neither party shall be liable for losses or damages arising solely from the customer’s decision to utilize a designated courier, except where caused by that party’s own negligence, willful misconduct, or where liability cannot legally be disclaimed.
8. THIRD-PARTY PLATFORM AGREEMENTS
Nothing contained in this MOU is intended to interpret, modify, waive, or supersede any contractual relationship the Merchant may have with DoorDash, Uber Eats, Grubhub, or any other third-party delivery platform.
Each party remains solely responsible for complying with its own contractual obligations.
9. CUSTOMER OWNERSHIP
The parties acknowledge that once the Merchant has accepted payment and voluntarily releases the completed order to the customer’s designated pickup person, the purchased goods are being transported on behalf of the customer.
10. NO EXCLUSIVITY
This MOU is entirely non-exclusive.
The Merchant may continue using any delivery service, courier, or platform of its choosing.
Zumr may provide courier services to other merchants.
11. INDEPENDENT CONTRACTORS
Nothing in this MOU creates:
â—Ź an employer-employee relationship;
â—Ź a partnership;
â—Ź a joint venture;
â—Ź an agency relationship; or
â—Ź a franchise relationship.
Each party remains an independent business.
12. FEES
The Merchant retains 100% of all revenue from products sold to customers.
Customers pay Zumr separately for courier transportation services, if applicable.
Zumr’s transportation fees are separate from the Merchant’s sales revenue.
13. INSURANCE
Each party agrees to maintain any insurance required by applicable law for its own operations.
14. COMPLIANCE WITH LAW
Each party agrees to comply with all applicable federal, state, county, and local laws governing its operations.
Nothing in this MOU authorizes the transportation of any item prohibited by law.
15. CONFIDENTIALITY
Both parties agree to maintain the confidentiality of proprietary business information shared during the course of this relationship unless disclosure is required by law.
16. CUSTOMER TERMS AND INDEMNIFICATION
The parties acknowledge that Zumr will maintain customer Terms of Service governing the use of its platform.
To the fullest extent permitted by law, those Terms of Service may require customers to acknowledge that they independently selected a courier and may require customers to indemnify, defend, and hold harmless Sumer Technologies Inc., Zumr Delivery, participating Merchants, and their respective owners, officers, employees, and contractors from claims arising out of the customer’s delivery instructions, designated pickup arrangements, or misuse of the courier service, except to the extent such claims result from a party’s own negligence, willful misconduct, or liability that cannot legally be disclaimed.
17. TERM
This MOU becomes effective upon ex*****on by both parties.
18. TERMINATION
Either party may terminate this MOU at any time, with or without cause, by providing written notice to the other party.
Termination shall not affect obligations incurred before the effective termination date.
19. GOVERNING LAW
This MOU shall be governed by and construed in accordance with the laws of the State of Maryland.
20. GOOD FAITH
Both parties agree to cooperate in good faith to provide efficient customer service while complying with all applicable laws and contractual obligations.
