1. Parties and Acceptance of Terms
These Terms of Service (“Terms”) are entered into between Payroll Genie, Inc., a Nevada corporation (“Payroll Genie,” “Company,” “we,” “us,” or “our”) with its principal place of business at 4276 Spring Mountain Road, Suite 200, Las Vegas, NV 89102, and the entity or individual (“Client,” “you,” or “your”) accessing or using the Payroll Genie platform.
By completing registration, clicking “I Agree,” or otherwise accessing or using the Payroll Genie platform, you represent that: (a) you have read and understood these Terms; (b) you have the legal authority to bind the entity you represent; (c) you agree to be bound by these Terms; and (d) if you are accepting on behalf of an employer entity, that entity has authorized you to do so.
These Terms govern access to and use of the Payroll Genie platform, website, APIs, and all related services (collectively, the “Platform” or “Services”).
1.1 Definitions
| Term | Meaning |
|---|---|
| “Client” or “Employer Client” | The business entity that registers for and uses the Payroll Genie platform to process payroll for its employees. |
| “Employee” | An individual employed by an Employer Client whose payroll, tax, and HR data is processed through the Platform. |
| “Client Data” | All data submitted to the Platform by or on behalf of the Client, including employer information, employee records, payroll data, tax information, and bank account credentials. |
| “Services” | Payroll processing, tax calculation and filing, ACH payment initiation, direct deposit management, EFTPS tax payment remittance, HR administration tools, and all related features of the Payroll Genie platform. |
| “Fee Schedule” | The current pricing applicable to the Client's selected plan, as displayed on the Payroll Genie website and/or in the Client's account dashboard at the time of each billing cycle. |
| “Authorized User” | An employee, officer, or contractor of the Client who is authorized by the Client to access the Platform. |
| “Tax Filing” | Any return, report, statement, or payment submitted by Payroll Genie to a federal or state tax authority on the Client's behalf pursuant to a valid Form 8655 Reporting Agent Authorization. |
2. Eligibility and Account Registration
2.1 Eligibility
To use the Payroll Genie platform, you must:
- Be a legally operating business entity or sole proprietor in the United States
- Have a valid Employer Identification Number (EIN) issued by the Internal Revenue Service
- Be in compliance with applicable federal and state employment and payroll tax laws
- Have authority to authorize ACH debits from your business bank account
- Not be prohibited from receiving services under applicable law
The Platform is available to businesses operating in industries where we offer services, including but not limited to hospitality, restaurant and food service, retail, cannabis (where legally permitted under applicable state law), beauty and personal services, healthcare, and professional services. We reserve the right to decline service to any applicant at our sole discretion.
2.2 Account Registration
To access the Platform, you must create an account by providing accurate, complete, and current information. You agree to:
- Provide true, accurate, and complete information during registration and to keep this information current
- Maintain the security of your account credentials and not share them with unauthorized persons
- Notify Payroll Genie immediately of any suspected unauthorized access to your account at security@payrollgenie.ai
- Accept responsibility for all activities that occur under your account
- Ensure that all Authorized Users comply with these Terms
2.3 Employer Identification and Verification
Payroll Genie reserves the right to verify your identity, business registration, EIN, and bank account information as a condition of account activation and continued service. You authorize Payroll Genie to conduct such verification, which may include review of business registration documents, IRS records, and bank account verification through Plaid Technologies or equivalent services. Failure to provide requested verification documentation within 5 business days may result in account suspension.
3. Description of Services
Payroll Genie provides a cloud-based payroll and HR platform that includes the following services, subject to your selected plan:
| Service | Description |
|---|---|
| Payroll Processing | Calculation of gross-to-net pay including regular wages, overtime, tips, bonuses, and commissions; application of pre-tax and post-tax deductions; generation of employee pay stubs. |
| Federal Tax Compliance | Calculation and remittance of federal payroll taxes (FICA, FUTA) via EFTPS as an authorized Batch Provider; preparation and filing of Form 941 (quarterly), Form 940 (annual), and W-2/W-3 (annual) pursuant to Client's Form 8655 authorization. |
| OBBB Deduction Automation | Automated calculation and application of One Big Beautiful Bill tip income and overtime deductions per employee W-4 elections, reducing federal income tax withholding on qualifying income. |
| FICA Tip Credit Calculation | Automated calculation of the employer FICA Tip Credit (Form 8846) on qualifying tip income for food and beverage establishments and other eligible industries. |
| State Tax Compliance | Calculation and remittance of state payroll taxes and state income tax withholding; preparation and filing of state quarterly returns and annual W-2 reporting for states where Client has employees. |
| Direct Deposit (ACH) | Initiation of employee payroll direct deposit through ACH network via Super Processor, Inc.; bank account verification via Plaid Technologies; ACH return code monitoring and resolution. |
| Employee Self-Service | Web and mobile portal for employees to view pay stubs, W-2s, update direct deposit information, and manage withholding elections. |
| HR Tools (select plans) | New hire onboarding, employee records management, document storage, and benefits administration tools as specified in the applicable plan. |
Service Availability
4. Client Obligations and Responsibilities
4.1 Data Accuracy
The accuracy of payroll calculations, tax filings, and direct deposit transactions depends entirely on the accuracy of information provided by the Client. You are solely responsible for:
- The accuracy and completeness of all employee information entered into the Platform (name, SSN, address, W-4 elections, compensation, hours worked, tip income)
- Promptly updating employee records when information changes (name changes, address changes, W-4 updates, employment terminations)
- Verifying the accuracy of payroll previews before approving each payroll run
- Reviewing and approving all tax filings before their submission deadlines
- Reporting employee tip income accurately as required by IRS regulations
- Maintaining accurate records of employee hours worked, including overtime
Payroll Genie Is Not Liable for Errors in Client-Provided Data
4.2 Legal Compliance
You are solely responsible for compliance with all applicable federal, state, and local employment laws and regulations, including but not limited to:
- Federal and state minimum wage requirements (including tip credit and tip pooling rules)
- Federal and state overtime requirements (including California daily overtime)
- Worker classification (correctly classifying workers as employees versus independent contractors)
- Required payroll tax registrations in each state where you have employees
- New hire reporting requirements
- Workers' compensation insurance requirements
- Employee authorization requirements for payroll deductions
- Garnishment and withholding order compliance
- Industry-specific licensing and compliance requirements (including cannabis state licensing where applicable)
Payroll Genie provides payroll processing software and tax filing services. We do not provide legal advice, employment law compliance advice, HR consulting, or tax advisory services. Nothing in the Platform or in communications from Payroll Genie constitutes legal, tax, or HR advice. You should consult qualified legal, tax, and HR professionals for guidance on your specific situation.
4.3 Authorized Users
You are responsible for all actions taken by Authorized Users on your account. You must ensure that Authorized Users: (a) maintain the confidentiality of their login credentials; (b) comply with these Terms; (c) have MFA enabled on their accounts; and (d) are promptly removed from the Platform when their authorization is revoked.
4.4 Payroll Approval
Each payroll run must be reviewed and approved by an authorized representative of the Client before processing. By approving a payroll run, you confirm that: (a) the payroll data is accurate; (b) you authorize Payroll Genie to initiate ACH debits from your designated business bank account for the approved payroll amount; and (c) you authorize Payroll Genie to remit the applicable tax payments via EFTPS and state portals.
4.5 Tax Authorization (Form 8655)
By executing the IRS Form 8655 Reporting Agent Authorization during onboarding, you authorize Payroll Genie to file federal payroll tax returns and make federal tax deposits on your behalf. This authorization remains in effect until revoked in writing. You are responsible for ensuring that Payroll Genie has current and valid authorizations for all federal and state jurisdictions where you have employees.
5. Fees, Payment, and Billing
5.1 Fees
Access to the Payroll Genie platform is subject to fees as set forth in the Fee Schedule applicable to your selected plan. The Fee Schedule is displayed on the Payroll Genie pricing page at www.payrollgenie.ai/pricing and within your account dashboard. Payroll Genie reserves the right to modify the Fee Schedule upon 30 days' prior written notice to Client.
Current plan pricing is structured as a monthly base fee plus a per-employee fee assessed per payroll run. The applicable rates for your plan are specified at the time of enrollment and confirmed in your account settings. Additional fees may apply for: off-cycle payroll runs, year-end W-2 printing and mailing, amendment filings, and state registration assistance, as set forth in the Fee Schedule.
5.2 Billing and Payment Terms
- Monthly base fees are billed in advance at the beginning of each calendar month
- Per-employee per-run fees are billed within 3 business days following each payroll run
- All fees are billed in U.S. dollars and collected via ACH debit from your designated business bank account on file
- By maintaining a bank account on file with Payroll Genie, you authorize Payroll Genie and Super Processor, Inc. to debit your account for all fees and charges as they become due
- Invoices are made available in your account dashboard. Payroll Genie does not mail paper invoices.
5.3 Late Payment
If a fee payment fails (including ACH NSF returns), Payroll Genie will notify you and attempt re-collection within 5 business days. Accounts with outstanding fees past 10 days may be suspended. Accounts with outstanding fees past 30 days may be terminated. Payroll Genie reserves the right to charge a returned payment fee of $25.00 per failed ACH debit. Outstanding balances accrue interest at 1.5% per month (18% annually) from the due date.
5.4 Fee Changes
Payroll Genie may modify fees upon 30 days' written notice to the Client's registered email address. Continued use of the Platform after the effective date of a fee change constitutes acceptance of the new fees. If you do not accept a fee change, you may terminate your account in accordance with Section 15 before the new fees take effect.
5.5 Taxes on Fees
All fees are exclusive of applicable taxes, levies, or duties. You are responsible for any sales, use, value-added, or similar taxes applicable to your purchase of Payroll Genie services, except for taxes based on Payroll Genie's income.
5.6 No Refunds
No Refund Policy — Please Read Carefully
5.7 Service Credits
In the event of a documented service outage directly caused by Payroll Genie (excluding outages caused by third-party providers, the ACH network, IRS systems, or factors outside Payroll Genie's reasonable control) that results in the failure to process an approved payroll run on the scheduled date, Payroll Genie may, at its sole discretion, issue a service credit equal to the per-run fee for the affected payroll run. Service credits are applied to your next billing cycle and have no cash value. Service credits are the Client's exclusive remedy for service outages. Service credits are not refunds and do not affect the No Refund Policy in Section 5.6.
6. ACH Debit Authorization
By maintaining a bank account on file with Payroll Genie and approving payroll runs, you authorize Payroll Genie and its banking partner, Super Processor, Inc., acting as ACH originator, to initiate ACH debit entries from your designated business bank account as follows:
| Purpose | Authorization Details |
|---|---|
| Payroll Funding | Debit of the total net payroll disbursement amount (aggregate employee direct deposit amounts) initiated within 1 business day prior to the scheduled pay date, for the amount approved in the payroll run. |
| Federal Tax Payments | Debit of federal payroll tax liability amounts remitted via EFTPS on or before the applicable deposit deadline, as calculated by the Payroll Genie platform based on Client-provided data. |
| State Tax Payments | Debit of state payroll tax and withholding amounts remitted to applicable state tax agencies on or before applicable deadlines. |
| Platform Fees | Debit of monthly base fees and per-employee per-run fees as described in Section 5, on the billing dates specified in your account. |
| Returned Payment Fees | Debit of returned payment fees as described in Section 5.3, if applicable. |
This ACH authorization remains in effect until you revoke it in writing by contacting hr@payrollgenie.ai with at least 10 business days' advance notice. You acknowledge that revoking ACH authorization while you have outstanding payroll or tax payment obligations may result in late tax deposits and associated IRS or state penalties, for which you are solely responsible.
You agree to maintain sufficient funds in your designated bank account to cover all authorized debits. Payroll Genie performs a balance verification via Plaid prior to payroll debit initiation; a balance check does not guarantee that funds will be available at the time of settlement.
7. Bank Account Verification and Plaid Integration
Payroll Genie uses Plaid Technologies, Inc. (“Plaid”) to verify bank account information for employer clients and employee direct deposit accounts. By initiating bank account verification through the Platform, you agree to Plaid's End User Privacy Policy (available at plaid.com/legal/privacy-policy) and authorize Payroll Genie to:
- Connect to your bank or financial institution through Plaid's API
- Retrieve your bank account and routing number, account type, and account holder name for the purpose of ACH origination and identity verification
- Check your available account balance for NSF prevention purposes before initiating payroll debits
- Share your verified account credentials with Super Processor, Inc. for ACH origination
- Monitor your bank account connection status and notify you of connection errors
Plaid's services are provided by Plaid Technologies, Inc. under its own terms and conditions. Payroll Genie is not responsible for Plaid's services, availability, or privacy practices. If Plaid's services are unavailable, Payroll Genie may offer alternative bank account verification methods (micro-deposit verification) at its discretion.
8. Intellectual Property
8.1 Payroll Genie Intellectual Property
The Payroll Genie platform, including its software, algorithms, user interface, design, documentation, trademarks, and all related intellectual property, is owned by Payroll Genie, Inc. and is protected by U.S. and international intellectual property laws. These Terms do not grant you any ownership interest in or rights to the Platform beyond the limited license described in Section 8.3.
The OBBB deduction automation, FICA Tip Credit calculation engine, and payroll calculation methodologies are proprietary to Payroll Genie. You may not reverse engineer, decompile, or attempt to derive the source code or algorithms underlying these systems.
8.2 Client Data Ownership
You retain ownership of all Client Data. Payroll Genie does not claim any ownership interest in your employee records, payroll data, or tax information. You grant Payroll Genie a limited, non-exclusive license to access, process, and use Client Data solely for the purpose of providing the Services described herein.
8.3 Limited License
Subject to your compliance with these Terms and payment of applicable fees, Payroll Genie grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform for your internal payroll processing and HR administration purposes. This license does not permit: (a) resale or commercial redistribution of the Platform; (b) modification or creation of derivative works; (c) removal of proprietary notices; or (d) use of the Platform to build a competing product.
8.4 Feedback
If you provide suggestions, feedback, or ideas regarding the Platform, you grant Payroll Genie a royalty-free, perpetual, irrevocable license to use such feedback for any purpose without compensation to you.
9. Confidentiality
Each party acknowledges that it may receive confidential information of the other party in connection with these Terms. “Confidential Information” means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to third parties without prior written consent; (c) use Confidential Information only for the purposes of these Terms; and (d) protect Confidential Information using at least the same degree of care used to protect its own confidential information, and not less than reasonable care.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction; (c) is received from a third party without restriction; or (d) is required to be disclosed by law, regulation, or court order (provided the receiving party gives prompt written notice and cooperates with any protective order).
Client Data including employee SSNs, bank account credentials, and tax records is Confidential Information of the Client. Payroll Genie's pricing structure, platform architecture, and business methods are Confidential Information of Payroll Genie. Confidentiality obligations survive termination of these Terms for a period of 5 years, except that obligations with respect to trade secrets are perpetual.
10. Data Privacy and Security
10.1 Privacy Policy
Payroll Genie's collection, use, and protection of personal information is governed by the Payroll Genie Privacy Policy, available at www.payrollgenie.ai/privacy, which is incorporated into these Terms by reference. By using the Platform, you agree to the collection and use of information as described in the Privacy Policy.
10.2 Employer Responsibility for Employee Privacy
As an Employer Client, you are the data controller with respect to your employees' personal information that you submit to Payroll Genie. You are responsible for: (a) obtaining all necessary consents from your employees for processing their data through Payroll Genie; (b) providing required privacy notices to your employees; (c) honoring employee privacy rights under applicable law; and (d) ensuring that your use of Payroll Genie complies with applicable data protection laws.
10.3 Security Obligations
You agree to implement reasonable security measures to protect your account credentials and prevent unauthorized access to the Platform. This includes: (a) enabling multi-factor authentication on all Authorized User accounts (required); (b) using unique, strong passwords for each Authorized User; (c) promptly revoking access for departing employees; and (d) promptly reporting suspected security incidents to security@payrollgenie.ai.
10.4 Data Breach Notification
If Payroll Genie discovers a security breach that compromises your Client Data, we will notify you in accordance with applicable law. You agree to notify Payroll Genie immediately if you discover or suspect any unauthorized access to your account or any breach of security involving your employees' personal information.
11. Prohibited Uses and Acceptable Use
You agree not to use the Payroll Genie platform for any of the following prohibited purposes:
- Processing payroll for fictitious, non-existent, or fraudulently created employees
- Submitting false or fraudulent information to tax authorities
- Using the Platform to launder money, facilitate fraud, or engage in any illegal financial activity
- Attempting to gain unauthorized access to any portion of the Platform or any other user's account
- Reverse engineering, decompiling, or attempting to extract source code from the Platform
- Interfering with or disrupting the integrity or performance of the Platform or its infrastructure
- Scraping, crawling, or systematically extracting data from the Platform by automated means
- Using the Platform to process payroll for workers who are required to be classified as independent contractors under applicable law
- Representing to any government agency that you have filed or paid taxes that Payroll Genie has not in fact filed or paid
- Using the Platform in any manner that violates applicable federal, state, or local law
Payroll Genie reserves the right to suspend or terminate accounts engaged in prohibited uses immediately and without prior notice. We may also report suspected fraud or illegal activity to relevant law enforcement and regulatory authorities.
12. Disclaimers and Warranties
Disclaimer of Warranties
13. Indemnification
You agree to defend, indemnify, and hold harmless Payroll Genie, Inc. and its officers, directors, employees, contractors, agents, successors, and assigns from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your breach of these Terms or any representation made herein
- Your violation of applicable federal, state, or local law
- Inaccurate or incomplete Client Data submitted to the Platform
- Your failure to properly classify workers (employee versus independent contractor)
- Your failure to maintain required employment law compliance
- Unauthorized use of the Platform by your Authorized Users
- Any claim by your employees arising from payroll errors attributable to Client-provided data
- Your use of the Platform in connection with a cannabis-related business, to the extent such use creates liability under federal law or the law of any state where cannabis activity is not legally authorized
- Third-party claims arising from your business operations
14. Limitation of Liability
Limitation of Liability — Please Read Carefully
15. Term and Termination
15.1 Term
These Terms are effective upon your acceptance (by registration or continued use of the Platform) and continue until terminated in accordance with this Section.
15.2 Termination by Client
You may terminate your Payroll Genie account at any time by providing written notice to hr@payrollgenie.ai or through the account cancellation process in your dashboard. Termination is effective at the end of the then-current billing cycle. You remain responsible for all fees incurred through the effective termination date. No refunds will be issued for any prepaid or unused portion of the billing period.
Before terminating, you are responsible for: (a) ensuring all pending payroll runs are processed; (b) obtaining copies of all payroll records and tax filings from your account; (c) completing any pending tax filings; and (d) making alternative arrangements for your next payroll cycle. Payroll Genie is not responsible for missed payrolls or tax filings resulting from your decision to terminate.
15.3 Termination by Payroll Genie
Payroll Genie may suspend or terminate your account, with or without prior notice, for any of the following reasons:
- Non-payment of fees outstanding for more than 30 days
- Repeated ACH payment failures
- Material breach of these Terms not cured within 10 days of written notice
- Violation of the Prohibited Uses in Section 11
- Suspected fraud, money laundering, or illegal activity
- Receipt of a government order requiring termination of service
- Discontinuation of the Payroll Genie service
In the event of termination for non-payment or breach, you remain liable for all fees and costs incurred through the termination date, including fees for payroll runs in progress at the time of termination.
15.4 Effect of Termination
Upon termination: (a) your license to use the Platform terminates immediately; (b) Payroll Genie will provide access to your account data for a period of 30 days following termination for data export; (c) after 30 days, Payroll Genie may delete your account data subject to legally required retention periods; and (d) Sections 5.6 (No Refunds), 8 (Intellectual Property), 9 (Confidentiality), 13 (Indemnification), 14 (Limitation of Liability), 16 (Governing Law), and 17 (Dispute Resolution) survive termination.
16. Governing Law and Venue
These Terms are governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law provisions. Subject to the arbitration agreement in Section 17, any dispute not subject to arbitration shall be resolved exclusively in the state or federal courts located in Clark County, Nevada. You consent to personal jurisdiction in Clark County, Nevada for any such disputes.
17. Dispute Resolution and Arbitration
Please Read This Section Carefully — It Affects Your Rights
17.1 Informal Resolution
Before initiating formal arbitration, the parties agree to attempt informal resolution. The disputing party must send a written Notice of Dispute to the other party describing the claim and proposed resolution. The parties will attempt to resolve the dispute within 30 days of the notice. If the dispute is not resolved informally within 30 days, either party may initiate arbitration.
17.2 Binding Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or your use of the Services that is not resolved informally shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (for claims under $250,000) or its Comprehensive Arbitration Rules and Procedures (for claims $250,000 or more), except as modified herein. The arbitration shall be conducted in Las Vegas, Nevada, or by videoconference if agreed by the parties. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
17.3 Class Action Waiver
To the fullest extent permitted by law, you waive your right to participate as a plaintiff or class member in any class action, class arbitration, collective action, or representative action. Disputes must be brought on an individual basis only.
17.4 Exceptions to Arbitration
The following are excluded from arbitration and may be brought in court: (a) claims for emergency injunctive or temporary restraining relief to prevent irreparable harm; (b) claims related to intellectual property infringement; and (c) claims that applicable law requires be resolved in court.
17.5 Time Limit
Any arbitration must be commenced within one (1) year after the claim arose. Claims not commenced within this period are permanently barred.
18. General Provisions
| Provision | Terms |
|---|---|
| Entire Agreement | These Terms, together with the Privacy Policy and any Order Form or Service Agreement executed between the parties, constitute the entire agreement between you and Payroll Genie with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings. |
| Amendment | Payroll Genie may modify these Terms by posting revised Terms on the Platform and providing 14 days' notice via email to your registered address for material changes. Your continued use of the Platform after the effective date constitutes acceptance of the amended Terms. If you do not accept the amended Terms, you may terminate your account before the effective date. |
| Waiver | Failure by Payroll Genie to enforce any provision of these Terms shall not constitute a waiver of our right to enforce such provision in the future. |
| Severability | If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force. |
| Assignment | You may not assign or transfer your rights under these Terms without Payroll Genie's prior written consent. Payroll Genie may assign its rights and obligations under these Terms to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets without your consent. |
| Force Majeure | Payroll Genie is not liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, internet or network outages, power failures, IRS system failures, acts of government, or other force majeure events. |
| Notices | Legal notices to Payroll Genie must be sent to: Payroll Genie, Inc., Attn: Legal, 4276 Spring Mountain Rd, Suite 200, Las Vegas, NV 89102, or by email to hi@payrollgenie.ai. Notices to you will be sent to your registered email address. Notices are effective upon delivery. |
| No Third-Party Beneficiaries | These Terms do not create any third-party beneficiary rights. Your employees are not third-party beneficiaries of these Terms and may not bring claims against Payroll Genie under these Terms. |
| Relationship of Parties | The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency between Payroll Genie and the Client. |
| Electronic Records | You agree to receive all communications from Payroll Genie electronically. Electronic records and electronic signatures have the same legal effect as paper documents and handwritten signatures. |
19. Contact Information
For questions about these Terms of Service, contact us at:
General Inquiries
- Payroll Genie, Inc.
4276 Spring Mountain Road, Suite 200
Las Vegas, NV 89102 - hr@payrollgenie.ai
- www.payrollgenie.ai
Legal / Compliance
- Payroll Genie, Inc.
Attn: Legal Department
4276 Spring Mountain Road, Suite 200
Las Vegas, NV 89102 - tos@payrollgenie.ai
These Terms were last updated on June 17, 2026. The current version of these Terms is always available at www.payrollgenie.ai/terms.