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By Pam Fulmer
A new class action filed in the Western District of Texas alleges that GlobalLogic Inc. and Oracle Corporation failed to protect highly sensitive personal information associated with GlobalLogic’s workforce. The complaint, brought by a former GlobalLogic employee, ties the incident to a zero‑day vulnerability that affected Oracle E‑Business Suite (EBS), and it raises significant questions for organizations that run HR, payroll, and finance on Oracle’s flagship ERP platform. A "zero day" (also written as "0-day") refers to a previously unknown software vulnerability that is discovered and exploited by attackers before the software vendor becomes aware of it and has a chance to develop and release a fix or patch. The term "zero day" comes from the fact that the vendor has had zero days to address and remediate the vulnerability. Below is a concise overview of the allegations, the Oracle software at issue, the timeline, and potential implications for Oracle and its customers. Who the parties are and where the case was filed
What Oracle software is involved? The complaint squarely focuses on Oracle E‑Business Suite. GlobalLogic allegedly “uses Oracle E-Business Suite, a collection of applications, to manage core business functions such as finance, HR, accounts payable and receivable.” (p. 2) The plaintiff alleges Oracle issued a security advisory on October 4, 2025 concerning a previously unknown zero‑day exploit, that GlobalLogic determined its Oracle instance was exploited, and that the exfiltrated data came from the Oracle platform hosting HR information. (p. 7) Based on GlobalLogic’s description, the exposed HR data could include names, contact details, dates of birth, nationality and passport information, employee identifiers, SSNs or other national identifiers, salary data, and bank account and routing numbers. (p. 8) For EBS customers, this underscores the sensitivity of the data commonly centralized in HR/payroll modules. The alleged timeline
Alleged harms and risks The plaintiff claims actual misuse (a ~$520 fraudulent debit card charge in or around September 2025), increased spam/scam outreach, and ongoing time and anxiety related to monitoring. (p. 11) The complaint emphasizes continuing risks of identity theft given the breadth of HR data allegedly accessed and notes that the breach notice advised vigilance, fraud alerts, and potential contact with the FTC and law enforcement. (p. 9) Theories of liability The complaint pleads six causes of action:
Requested relief includes class certification, damages (including punitive where available), restitution/disgorgement, injunctive and declaratory relief, fees, and interest. (p. 34) What this could mean for Oracle
Implications and practical steps for Oracle EBS customers Given the alleged vector and data at issue, organizations running EBS for HR and finance should consider the following steps:
What to watch procedurally Defendants will likely contest class certification and move to dismiss certain claims, particularly around the existence and scope of duties, causation, and damages, and whether Oracle, as a platform vendor, owed duties directly to GlobalLogic’s employees. Expect factual disputes over controls in place, detection/notification timelines, and the extent of any misuse. The court’s treatment of duty and causation in a shared‑responsibility context will be closely watched by Oracle customers and other ERP platform users. Bottom line Brown v. GlobalLogic and Oracle places Oracle E‑Business Suite at the center of a high‑stakes data breach class action and highlights the operational and legal risks when zero‑days intersect with platforms that centralize highly sensitive employee data. Regardless of outcome, the allegations provide a timely reminder to EBS customers to tighten zero‑day preparedness, harden identity and access, monitor for exfiltration, streamline notification workflows, and clarify vendor/customer responsibilities.
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By Pam Fulmer
A new putative class action filed in the Northern District of California alleges that Adobe deceives consumers into year-long, automatically renewing “annual, billed monthly” plans, obscures material terms and early termination fees in fine print and hyperlinks, and makes cancellation unduly difficult. The complaint also challenges Adobe’s dispute-resolution scheme, alleging the company refuses to pay arbitration fees and then forces consumers into small-claims court, depriving them of meaningful remedies. The suit seeks damages, restitution, injunctive relief, and a declaration that Adobe’s small-claims provision is unenforceable. What the case is about • The core allegation: Adobe prominently advertises per month pricing but defaults consumers into “annual, billed monthly” (ABM) commitments, while failing to clearly disclose that the plan auto renews and carries a steep early termination fee equal to 50% of remaining monthly payments if canceled within the first year. The complaint says these key terms are relegated to fine print and a web of hyperlinks rather than clearly and conspicuously presented at checkout. • Cancellation obstacles: Plaintiffs allege Adobe’s online cancellation flow requires navigating multiple screens, prompts, and sometimes live-agent interactions, with “offers” to deter cancellation; at times, online cancellation may be disabled, pushing consumers to other channels. • Dispute resolution concerns: According to the complaint, Adobe requires a pre arbitration “informal” process, designates JAMS arbitration, but then refuses to pay JAMS fees and invokes a “small claims election” to shut down arbitration—effectively routing consumers to small claims court where counsel, discovery, and appeal are limited or unavailable. Why this matters: fairness and full disclosure At bottom, the case is about transparency. Subscription sellers must clearly and conspicuously disclose auto renewal terms, obtain affirmative consent, and provide easy, immediate online cancellation. Consumers should not be surprised by hidden minimum commitments, opaque renewal mechanics, or penalty fees buried in small type or behind hyperlinks. While Adobe is the defendant here, the industry at large should take note—companies like Oracle have also been criticized by customers and commentators for burying impactful terms behind inconspicuous hyperlinks. Clear, front and center disclosures and frictionless cancellation build trust, reduce disputes, and align with modern statutory requirements and regulator expectations. Summary of the claims pled The complaint asserts California consumer protection causes of action and seeks declaratory relief: • Declaratory judgment: A declaration that Adobe’s “small claims” provision is unconscionable and unenforceable; that Adobe has breached or waived any agreement to arbitrate by refusing to pay required arbitration fees; and that its terms do not constitute a valid FAA arbitration agreement as used. • California Consumer Legal Remedies Act (CLRA): For alleged misrepresentations and omissions regarding subscription characteristics and cancellation terms; advertising without intent to sell as advertised; representing rights/obligations that differ from reality; and inserting unconscionable terms. • False Advertising Law (FAL): For allegedly untrue or misleading statements by commission and omission regarding pricing, plan nature (monthly vs. annual commitment), renewal, and cancellation penalties. • Unfair Competition Law (UCL): “Unlawful,” “unfair,” and “fraudulent” prongs based on the same conduct, including alleged violations of the ARL, CLRA, and FAL; seeks restitution, disgorgement, and injunctive relief to stop deceptive designs and mandate clear disclosures. • Automatic Renewal Law (ARL) violations as the predicate: Plaintiffs allege Adobe failed to present auto renewal terms “clearly and conspicuously,” failed to obtain affirmative consent, failed to provide a retention capable acknowledgment with cancellation methods, misrepresented material facts, and failed to allow “online, at will” termination via a prominent link or immediate termination email—all resulting in unlawful charges and remedies including restitution. Alleged practices highlighted in the complaint • “Annual, billed monthly” default and fee disclosure: The ABM plan’s monthly price is emphasized visually; the annual commitment and 50% early termination fee are not clearly called out in proximity to consent, according to plaintiffs. The complaint details screens where fine print is minimized or pushed below the fold, and where the “Terms of Use” and “Subscription and Cancellation Terms” hyperlinks appear only at the final payment stage after personal and billing information is entered. • Early termination fee: For ABM plans, canceling in the first year triggers a fee equal to 50% of remaining monthly payments—allegedly a material term not disclosed clearly and conspicuously during enrollment. • “Cancel anytime” ambiguity: Plaintiffs say “cancel anytime” messaging conflicts with fee deadlines and limited refund windows, confusing consumers about real cancellation rights. • Obstacles to cancellation: Multi page flows, prompts, and occasional forced customer support interactions; sometimes online cancellation is unavailable (e.g., during payment processing issues), contrary to ARL’s “online, at will” mandate, plaintiffs allege. • Arbitration/Small claims pivot: The complaint asserts Adobe refused to pay JAMS’ fees after demands were filed and invoked a small claims election to administratively close arbitrations—then argued consumers must proceed in small claims court, which cannot award the injunctive relief sought under the UCL, FAL, and CLRA. Relief sought Plaintiffs seek class certification; damages; restitution and disgorgement; declaratory relief regarding the dispute-resolution terms; civil penalties; injunctive orders to cure disclosures and cancellation flows; and fees and costs. Nature of the class action proceeding The complaint seeks certification of a nationwide class of all natural persons in the United States who paid for Adobe subscriptions during the applicable limitations period. Plaintiffs allege common questions predominate—such as whether Adobe’s presentation of auto renewal terms was clear and conspicuous, whether affirmative consent was obtained, whether disclosures and cancellation methods satisfied the ARL, and whether marketing and UX choices were misleading or unfair. They contend a class action is the superior method to resolve uniform design and disclosure practices, given relatively modest per consumer losses and the burdens of individual litigation. Takeaways for businesses and consumers • Put critical terms up front: If a plan is annual with monthly billing, say so conspicuously at every relevant step, alongside any early termination fee and renewal mechanics. • Obtain clear consent: Secure express, unambiguous assent to auto renewal terms; don’t bury consent in small print or optional hyperlinks late in checkout. • Make cancellation immediate and online: Provide a prominent “Cancel” link or button and allow immediate termination without friction or delays, consistent with modern statutory standards. • Design for trust: Hidden hyperlinks, fine print traps, or obstructive flows draw litigation and regulatory scrutiny. Companies across the software and cloud ecosystem—including those, like Oracle, that have faced criticism for concealing impactful terms in nested links—should embrace transparent, consumer centric UX and disclosures. Conclusion The Foret v. Adobe class action illustrates how the modern contract of adhesion has evolved from fine print to fine links. As digital interfaces become the new vehicles for assent, courts and regulators are signaling that hidden hyperlinks and misleading design choices will not withstand scrutiny. Software and cloud vendors that rely on automatic renewals or tiered billing should review their contracting processes now—before deceptive hyperlink practices become the next wave of consumer litigation. About Tactical Law Group LLP Tactical Law Group LLP is a boutique law firm focused on technology contracts, software licensing disputes, and failed ERP and cloud implementations. Our attorneys monitor emerging litigation trends affecting SaaS providers, resellers, and customers across the United States. For further insights into deceptive subscription practices and hidden online agreements, visit tacticallawgroup.com By Pam Fulmer
Enterprise Resource Planning (ERP) software is meant to unify a company’s core functions — finance, inventory, HR, sales, and operations — into one seamless system. But when implementations go wrong, they go spectacularlywrong. Multi-million-dollar projects can collapse under the weight of poor planning, hidden contract risks, and unrealistic promises. Over the last several years, ERP lawsuits have surged as businesses confront failed go-lives, blown budgets, and software that simply doesn’t work as promised. These cases reveal recurring contractual pitfalls and litigation themes that every company should understand before signing — or litigating — an ERP deal. 1. The “One-Sided” Contract Problem ERP contracts are almost always vendor-drafted, and rarely negotiated deeply enough. These agreements typically limit termination to “material breach,” restrict remedies to “re-performance,” disclaim reliance on pre-contract statements, and cap damages at the fees paid. In other words, the playing field is tilted in favor of vendors such as Oracle and SAP. In practice, that means the customer is paying for the privilege of having no meaningful remedy when the project fails. Courts scrutinizing ERP disputes have found that contractual asymmetry—where one side controls performance and the other bears the risk—can support claims of unconscionability, misrepresentation, or even fraud in the inducement. Companies entering new ERP engagements should focus on balancing rights and obligations: termination for cause, realistic service-level commitments, and clear consequences for missed milestones. 2. Misrepresentation and “Sales Cycle Fraud” A consistent litigation theme in ERP cases involves misrepresentations during the sales cycle. Vendors often tout “industry-specific solutions,” “pre-configured accelerators,” or “SuiteSuccess”-type templates that supposedly guarantee rapid implementation. Sales teams are often comprised of individuals who have no real understanding of the technology they are promoting but they are excellent communicators and adept at instilling trust in the unsuspecting customer. Do not fall for the sweet talking sales person trap. In many lawsuits, discovery reveals that these representations were marketing talking points, not deliverables. When the customer later discovers that the promised functionality or timeline was unattainable, the question becomes whether those statements were mere “puffery” or actionable misrepresentations. Also, many of the initial scoping meetings are held online via Zoom or Teams. Vendors avoid putting anything in writing, but are willing to make all kinds of promises orally in the meetings. Ask vendors for permission to record the meetings. If they balk, then be ready to take excellent notes and follow-up the meetings afterwards with emails to the vendor confirming what was discussed. ERP customers need to create their own paper trail to best protect themselves. Recent decisions suggest that where a vendor’s sales claims are specific (e.g., “this system will meet your regulatory requirements on Day One”), and the customer reasonably relied on them, courts are increasingly willing to let fraud claims proceed alongside breach of contract claims. And under California law, fraud in the inducement will cause any economic loss defense to fail if properly pled at the pleading stage. 3. The “Scope Creep” and Change Order Trap Another major litigation driver is scope management. ERP projects evolve — modules are added, integrations multiply, and “configuration” quietly turns into “customization.” If the contract lacks clear change management procedures, vendors often exploit ambiguity to demand additional fees, delay timelines, or avoid accountability. Conversely, if the client pushes changes informally, the vendor may later claim those requests voided the original timeline or deliverables. Successful ERP contracts establish formal change control processes: written approval, pricing mechanisms, and impact analysis for each modification. In litigation, these documents often become the paper trail proving which party expanded or derailed the project scope. 4. Data Migration and Integration Failures Data migration is the unsung villain of ERP disasters. Vendors frequently understate the effort required to cleanse, map, and migrate legacy data — leading to failed go-lives and business disruption. Customers usually have no real understanding of the hours of commitment and hard work that this aspect of the implementation will require. When litigation follows, discovery often shows that the vendor never performed adequate data assessment or testing. The resulting claims focus on negligent implementation, breach of professional standards, or failure to deliver a system fit for purpose. Contractually, data migration and integration should be treated as core deliverables, not optional services. Define ownership, responsibilities, and testing protocols in the statement of work — not in vague “collaborative” language. 5. The “Go-Live” Decision and Post-Implementation Failures A common flashpoint in ERP lawsuits is the go-live date. Vendors push for early go-live declarations to trigger milestone payments or project “completion.” Customers, meanwhile, may be pressured to sign off despite known defects. Customers should resist such efforts and only sign off when the system is truly ready. Otherwise, customers are in for a world of hurt. Once the system goes live, vendors often argue that subsequent problems are support issues, not implementation failures — insulating them from liability under “acceptance” provisions. Litigation frequently turns on whether the system was ever truly “accepted,” whether acceptance testing was manipulated, and whether the vendor concealed known deficiencies. Clear acceptance criteria and documented testing results can make or break a case. 6. Limitation of Liability and Damages Cap Clauses Nearly every ERP contract includes a limitation of liability provision capping damages at fees paid — even if the project destroyed millions in business value. Courts generally enforce such caps unless there’s evidence of intentional misconduct, gross negligence, or fraud. That’s why allegations of fraud in the inducement or willful misrepresentation are common in ERP litigation: they can open the door to consequential damages or rescission despite contractual caps. And as discussed above, many case fact patterns show slick sales teams overselling capabilities and inducing potential customers into expensive cloud software agreements that never really work. From a drafting standpoint, customers should negotiate carve-outs for fraud, gross negligence, and data loss, and vendors should ensure those carve-outs are narrowly drawn to maintain predictability. If a vendor will not make changes to these provisions, you may want to find another vendor who will. 7. Arbitration vs. Litigation: Procedural Posture Matters Many ERP contracts require arbitration — often in vendor-friendly venues. Yet post-termination and other disputes can raise intellectual property and data ownership issues that fall outside arbitration clauses. Recent cases have tested whether unauthorized post-termination use or data withholding constitutes a “contractual” dispute or a statutory or property rights claim, potentially allowing litigation in court despite an arbitration clause. Counsel should carefully analyze whether an arbitration clause actually governs all disputes, particularly where IP rights or fraud claims are at issue. Vendors like arbitration clauses because they can cloak their failures in secrecy in confidential arbitration proceedings rather than in a public court of law. Instead, of agreeing to arbitration, consider deleting such clauses and adopt language that allows parties to seek relief in federal or state court. The threat of a public lawsuit filing will often cause ERP vendors to be more willing to look for common ground in an attempt to avoid a messy public lawsuit. 8. Lessons for Future Contracts — and Litigation Strategy The pattern across ERP lawsuits is strikingly consistent:
Final Thoughts ERP implementations are complex, high-stakes undertakings — but the legal issues that arise from them are surprisingly predictable. Whether advising on contract formation or litigating post-go-live failures, understanding the recurring themes in ERP lawsuits helps clients protect their investments and recover losses when vendors fall short. At Tactical Law Group, we have seen these disputes play out across multiple platforms. Each case reinforces the same message: technology may change, but contract fundamentals do not. If you’re implementing an ERP system, you’re already juggling risk: budget overrun, schedule slippage, change management, data migration, and integration complexity. The last thing you need is a vendor contract that shifts even more risk onto your organization—often invisibly. Oracle commonly tucks its operative cloud terms into URLs or hyperlinks embedded in Estimate/Order Forms. Those seemingly “standard” terms contain multiple one-sided provisions that can leave customers exposed in precisely the moments they most need leverage.
This article analyzes two Oracle form agreements—the Oracle Cloud Services Agreement (CSA) and the Oracle NSGBU Transactional Subscription Services Agreement for NetSuite (NSA)—to highlight the most customer‑hostile clauses, why they matter in the ERP implementation context, the key differences between the forms, and practical strategies for leveling the playing field. Citations to specific clauses appear in footnotes. Why “URL terms” and buried hyperlinks matter in ERP deals
Oracle’s forms are written to protect Oracle. That’s expected—but not inevitable. In ERP, your operational risk dwarfs your subscription fee, so “standard terms” that cap liability at 12 months’ fees while banning consequential damages simply do not reflect your exposure. Do not accept boilerplate on faith. Treat the contract as a control surface for implementation risk: define, measure, and enforce the behaviors you need from your vendor when it matters most. With disciplined contracting, you can convert invisible hyperlinks into enforceable commitments—and keep your ERP program out of the ditch. |
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