EX-24 2 attachment1.htm EX-24 DOCUMENT

                         LIMITED POWER OF ATTORNEY FOR
                         SECTION 16 REPORTING PURPOSES

             Know all by these present, that the undersigned hereby makes,
constitutes and appoints each of Richard Hornstein and Timothy French, acting
individually, as the undersigned's true and lawful attorney-in-fact, with full
power and authority as hereinafter described on behalf of and in the name, place
and stead of the undersigned to:

             (1)   execute for, and on behalf of, the undersigned, in the
undersigned's capacity as an officer and/or director of Coupons.com Incorporated
(the "Company"), Forms 3,4, and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder (the "Exchange Act");

             (2)   seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to any attorney-in-fact and further
approves and ratifies any such release of information;

             (3)   do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to prepare, complete and execute
any such Form 3, 4 or 5, and any amendments thereto, or other required report
and timely file such Forms or reports with the United States Securities and
Exchange Commission, the New York Stock Exchange, NASDAQ Capital Market and any
stock exchange or similar authority as considered necessary or advisable under
Section 16(a) ofthe Exchange Act; and

             (4)   take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned, it
being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's sole discretion.

             The undersigned hereby gives and grants to each such attorney-in-
fact  full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.

             The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact  are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact  to act in his or her discretion on
information provided to such attorney-in-fact  without independent verification
of such information; (c) any documents prepared and/or executed by any attorney-
in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney
shall be in such form and shall contain such information and disclosure as such
attorney-in-fact,  in his or her sole discretion, deems necessary or advisable;
(d) neither the Company nor any attorney-in-fact assumes (i) any liability for
the undersigned's responsibility to comply with the requirements of the
Exchange Act, (ii) any liability of the undersigned for any failure to comply
with such requirements, or (iii) any obligation or liability of the undersigned
for profit disgorgement under Section 16(b) of the Exchange Act; and (e) this
Limited Power of Attorney does not relieve the undersigned from responsibility
for compliance with the undersigned's obligations under the Exchange Act,
including, without limitation, the reporting requirements under Section 16 of
the Exchange Act.

             This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3,4, and 5 with respect to
the undersigned's holdings of, and transactions in, securities issued by the
Company, unless earlier revoked as to any attorney-in-fact by the undersigned
in a signed writing delivered to such attorney-in-fact.

             IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 24th day of February, 2014.



                                                 /s/Shachar Torem
                                                 ------------------------------
                                                 Signature

                                                 Shachar Torem
                                                 -------------------------------
                                                 Name